UGRO Capital Limited is currently engaged in the business of lending and primarily deals in financing SME and MSME sector. The company has announced the issue of secured, rated, listed, redeemable, non-convertible debentures of the face value of ₹ 1,000 each. The Issue opens on Thursday, February 08, 2024 and closes on Wednesday, February 21, 2024 with an option of early closure subject to compliance with Regulation 33A of the SEBI NCS Regulations.

The Issue has a base issue size of ₹ 10,000 lakhs with an option to retain oversubscription up to ₹ 10,000 lakhs, aggregating up to ₹ 20,000 lakhs. The NCDs are proposed to be listed on the Stock Exchanges and NSE is the Designated Stock Exchange for the Issue. The NCDs have been rated “IND A/Stable” by India Ratings & Research Private Limited.

JM Financial Limited is the sole lead manager to the issue and Link Intime India Private Limited is the Registrar to the Issue and Mitcon Credentia Trusteeship Services Limited is the debenture trustee to the Issue.

This issue has tenor of 18 months, 24 months, and 27 months for secured NCDs. Effective yield (% per annum) for NCD holders in all Categories ranges from 10.72% to 11.03%. Redemption Amount (₹ / NCD) on maturity for NCD holders in all Categories range is ₹ 1000 and for Series III it is through Staggered Redemption in eight (8) quarterly payments of ₹ 125 each, starting from 1st quarter from the deemed date of allotment until maturity.

At least 75% of the Net proceeds of the Issue shall be utilized for the purpose of onward lending and financing business of the company in ordinary course of business (including for repayment / refinance of existing borrowings) and Not exceeding 25% shall be used for general corporate purposes.

As on March 31, 2023 its CRAR, in accordance with the Audited Financial Results was at 20.23% and for the nine months period ended December 31, 2023 stood at 22.27%. 

UGRO’s AUM has grown from ₹ 1316.87 crore as at March 31, 2021 and ₹ 2969.80 crores as at March 31, 2022 to ₹ 6080.71 crore as at March 31, 2023. As of December 31, 2023, our AUM is at ₹8363.76 crore. Across the offered products, as on December 31, 2023, the average ticket size stood at ₹ 16.19 lakh and our average lending rate stood at 16.3% p.a.

The specified terms of the NCDs Issue are set out below:

*Our Company shall allocate and allot Series IV NCDs (Monthly option) wherein the Applicants have not indicated the choice of the relevant NCD Series

**From the deemed date of allotment (We have added this back since we have used ** in the table)

DISCLAIMER: UGRO Capital Limited (“Company”), subject to market conditions and other considerations, is proposing a public issue of Secured, Rated, Listed, Redeemable, Non-convertible Debentures and has filed the Prospectus dated February 01, 2024 with the Registrar of Companies, Maharashtra at Mumbai, NSE, BSE and SEBI. The Prospectus dated February 01, 2024 and Corrigendum dated February 5, 2024 (collectively “Prospectus”) is also available on our website at www.ugrocapital.com, on the website of NSE at www.nseindia.com, BSE at www.bseindia.com, SEBI at www.sebi.gov.in, and on the website of the Lead Manager at www.jmfl.com. Investors proposing to participate in the Issue should invest only on the basis of information contained in the Prospectus. Investors should note that investment in NCDs involves a high degree of risk and for details relating to the same, please refer to the Prospectus, including “Risk Factors” beginning on page 16 and “Material Developments” on page 181 dated February 1, 2024 of the Prospectus before making an investment in the Issue.

DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Draft Offer Document has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Draft Offer Document / Offer Document for the full text of the Disclaimer clause of the BSE Limited.

DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the “Disclaimer Clause of NSE”.

DISCLAIMER CLAUSE OF INDIA RATINGS & RESEARCH PRIVATE LIMITED: Users of India Ratings and Research Private Limited (“India Ratings”) ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information India Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to India Ratings and to the market in offering documents and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed. Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. The Rating Agency shall neither construed to be nor acting under the capacity or nature of an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013. India Ratings is not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratings to be important information, and India Ratings notes that you are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors.

DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the Exchange to use their network and software of the Online system should not in any way be deemed or construed that the compliance with various statutory requirements approved by the Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company. It is also to be distinctly understood that the approval given by the Exchange is only to use the software for participating in system of making application process.

DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is distinctly understood by the Issuer that the permission given by NSE to use their Infrastructure should not in any way be deemed or construed as that the compliance with various statutory and other requirements by UGRO Capital Limited, Lead Manager etc. are cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of this Issuer, its promoter, its management or any scheme or project of this Issuer. It is also to be distinctly understood that the approval given by NSE should not in any way be deemed or construed that the prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the prospectus; nor does it warrant that the securities will be listed or will continue to be listed on Exchange.

For the Abridged Prospectus and full text of disclaimer clauses, please refer to the Link: https://www.ugrocapital.com/investor-relations/corporate-announcements#subcategory-ncd-prospectus

All Capitalised terms used herein and not specifically de­fined shall have same meaning as ascribed in the Prospectus.

For more details please refer the Prospectus dated February 1, 2024 and Corrigendum to the Prospectus dated February 5, 2024, together referred to as Prospectus.

About UGRO Capital Ltd (NSE: UGROCAP I BSE: 511742)

UGRO Capital is a non-deposit taking systemically important NBFC registered with the RBI and the equity shares of our Company are listed on NSE and BSE. We have been categorized as an ‘Middle Layer’ NBFC under the scale based regulatory framework for NBFCs introduced by the RBI, with effect from September 30, 2022 and updated vide Scale Based Regulation. We are currently engaged in the business of lending and primarily deals in financing SME and MSME sector with focus on Healthcare, Education, Chemicals, Food Processing/FMCG, Hospitality, Electrical Equipment & Components, Auto Components and Light Engineering segments and Micro Enterprises segments.

Our Company’s mission is “To Solve the Unsolved”. Our Company has a dedicated programme for secured and unsecured loans aimed at MSMEs and has partnered with large OEMs to provide an end-to-end solution. We also lend to customers in the prime segment to the micro enterprises. While we have maintained a keen focus on the initial prime/near-prime target segment, we have also worked towards addressing a broader demographic as per our efforts to solve India’s MSME credit gap. Further, our entry into factoring business will help our Company to leverage our reach and expertise to MSME sector with an institutionalised and secured approach.

We serve a diverse set of customers. Presently, our branches are divided into two segments i.e., prime branch having base in metro, tier 1 and tier 2 cities with customer turnover of ₹ 1 crore to ₹ 15 crore and micro branch having base in tier 3 to 6 cities having customer turnover of less than ₹ 1 crore. Of the said AUM, approximately 73% is in the form of secured/ quasi-secured lending. please visit: http://www.ugrocapital.com/

UGRO Capital Limited is currently engaged in the business of lending and primarily deals in financing SME and MSME sector. The company has announced the issue of secured, rated, listed, redeemable, non-convertible debentures of the face value of ₹ 1,000 each. The Issue opens on Thursday, February 08, 2024 and closes on Wednesday, February 21, 2024 with an option of early closure subject to compliance with Regulation 33A of the SEBI NCS Regulations.

The Issue has a base issue size of ₹ 10,000 lakhs with an option to retain oversubscription up to ₹ 10,000 lakhs, aggregating up to ₹ 20,000 lakhs. The NCDs are proposed to be listed on the Stock Exchanges and NSE is the Designated Stock Exchange for the Issue. The NCDs have been rated “IND A/Stable” by India Ratings & Research Private Limited.

JM Financial Limited is the sole lead manager to the issue and Link Intime India Private Limited is the Registrar to the Issue and Mitcon Credentia Trusteeship Services Limited is the debenture trustee to the Issue.

This issue has tenor of 18 months, 24 months, and 27 months for secured NCDs. Effective yield (% per annum) for NCD holders in all Categories ranges from 10.72% to 11.03%. Redemption Amount (₹ / NCD) on maturity for NCD holders in all Categories range is ₹ 1000 and for Series III it is through Staggered Redemption in eight (8) quarterly payments of ₹ 125 each, starting from 1st quarter from the deemed date of allotment until maturity.

At least 75% of the Net proceeds of the Issue shall be utilized for the purpose of onward lending and financing business of the company in ordinary course of business (including for repayment / refinance of existing borrowings) and Not exceeding 25% shall be used for general corporate purposes.

As on March 31, 2023 its CRAR, in accordance with the Audited Financial Results was at 20.23% and for the nine months period ended December 31, 2023 stood at 22.27%. 

UGRO’s AUM has grown from ₹ 1316.87 crore as at March 31, 2021 and ₹ 2969.80 crores as at March 31, 2022 to ₹ 6080.71 crore as at March 31, 2023. As of December 31, 2023, our AUM is at ₹8363.76 crore. Across the offered products, as on December 31, 2023, the average ticket size stood at ₹ 16.19 lakh and our average lending rate stood at 16.3% p.a.

The specified terms of the NCDs Issue are set out below:

*Our Company shall allocate and allot Series IV NCDs (Monthly option) wherein the Applicants have not indicated the choice of the relevant NCD Series

**From the deemed date of allotment (We have added this back since we have used ** in the table)

DISCLAIMER: UGRO Capital Limited (“Company”), subject to market conditions and other considerations, is proposing a public issue of Secured, Rated, Listed, Redeemable, Non-convertible Debentures and has filed the Prospectus dated February 01, 2024 with the Registrar of Companies, Maharashtra at Mumbai, NSE, BSE and SEBI. The Prospectus dated February 01, 2024 and Corrigendum dated February 5, 2024 (collectively “Prospectus”) is also available on our website at www.ugrocapital.com, on the website of NSE at www.nseindia.com, BSE at www.bseindia.com, SEBI at www.sebi.gov.in, and on the website of the Lead Manager at www.jmfl.com. Investors proposing to participate in the Issue should invest only on the basis of information contained in the Prospectus. Investors should note that investment in NCDs involves a high degree of risk and for details relating to the same, please refer to the Prospectus, including “Risk Factors” beginning on page 16 and “Material Developments” on page 181 dated February 1, 2024 of the Prospectus before making an investment in the Issue.

DISCLAIMER CLAUSE OF BSE: It is to be distinctly understood that the permission given by BSE Limited should not in any way be deemed or construed that the Draft Offer Document has been cleared or approved by BSE Limited nor does it certify the correctness or completeness of any of the contents of the Prospectus. The investors are advised to refer to the Draft Offer Document / Offer Document for the full text of the Disclaimer clause of the BSE Limited.

DISCLAIMER CLAUSE OF NSE: It is to be distinctly understood that the permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the “Disclaimer Clause of NSE”.

DISCLAIMER CLAUSE OF INDIA RATINGS & RESEARCH PRIVATE LIMITED: Users of India Ratings and Research Private Limited (“India Ratings”) ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information India Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to India Ratings and to the market in offering documents and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed. Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. The Rating Agency shall neither construed to be nor acting under the capacity or nature of an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013. India Ratings is not your advisor, nor is India Ratings providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Investors may find India Ratings to be important information, and India Ratings notes that you are responsible for communicating the contents of this letter, and any changes with respect to the rating, to investors.

DISCLAIMER CLAUSE OF USE OF BSE ELECTRONIC PLATFORM: It is to be distinctly understood that the permission given by the Exchange to use their network and software of the Online system should not in any way be deemed or construed that the compliance with various statutory requirements approved by the Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company. It is also to be distinctly understood that the approval given by the Exchange is only to use the software for participating in system of making application process.

DISCLAIMER CLAUSE OF USE OF NSE ELECTRONIC PLATFORM: It is distinctly understood by the Issuer that the permission given by NSE to use their Infrastructure should not in any way be deemed or construed as that the compliance with various statutory and other requirements by UGRO Capital Limited, Lead Manager etc. are cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of this Issuer, its promoter, its management or any scheme or project of this Issuer. It is also to be distinctly understood that the approval given by NSE should not in any way be deemed or construed that the prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the prospectus; nor does it warrant that the securities will be listed or will continue to be listed on Exchange.

For the Abridged Prospectus and full text of disclaimer clauses, please refer to the Link: https://www.ugrocapital.com/investor-relations/corporate-announcements#subcategory-ncd-prospectus

All Capitalised terms used herein and not specifically de­fined shall have same meaning as ascribed in the Prospectus.

For more details please refer the Prospectus dated February 1, 2024 and Corrigendum to the Prospectus dated February 5, 2024, together referred to as Prospectus.

About UGRO Capital Ltd (NSE: UGROCAP I BSE: 511742)

UGRO Capital is a non-deposit taking systemically important NBFC registered with the RBI and the equity shares of our Company are listed on NSE and BSE. We have been categorized as an ‘Middle Layer’ NBFC under the scale based regulatory framework for NBFCs introduced by the RBI, with effect from September 30, 2022 and updated vide Scale Based Regulation. We are currently engaged in the business of lending and primarily deals in financing SME and MSME sector with focus on Healthcare, Education, Chemicals, Food Processing/FMCG, Hospitality, Electrical Equipment & Components, Auto Components and Light Engineering segments and Micro Enterprises segments.

Our Company’s mission is “To Solve the Unsolved”. Our Company has a dedicated programme for secured and unsecured loans aimed at MSMEs and has partnered with large OEMs to provide an end-to-end solution. We also lend to customers in the prime segment to the micro enterprises. While we have maintained a keen focus on the initial prime/near-prime target segment, we have also worked towards addressing a broader demographic as per our efforts to solve India’s MSME credit gap. Further, our entry into factoring business will help our Company to leverage our reach and expertise to MSME sector with an institutionalised and secured approach.

We serve a diverse set of customers. Presently, our branches are divided into two segments i.e., prime branch having base in metro, tier 1 and tier 2 cities with customer turnover of ₹ 1 crore to ₹ 15 crore and micro branch having base in tier 3 to 6 cities having customer turnover of less than ₹ 1 crore. Of the said AUM, approximately 73% is in the form of secured/ quasi-secured lending. please visit: http://www.ugrocapital.com/