Scheme of Arrangement

10 July 2026 BSE Limited National Stock Exchange of India Limited 25th Floor, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G Block, Bandra - Kurla Complex, Fort, Mumbai- 400001 Bandra (E), Mumbai - 400 051 Scrip code: 511742 Symbol: UGROCAP Sub: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”) intimating receipt of observation letter under Regulation 37 and 59A of the SEBI Listing Regulations Ref: Scheme of Amalgamation between Profectus Capital Private Limited (“Transferor Company” or “PCPL”) and UGRO Capital Limited (“Transferee Company” or “UGRO Capital”) and their respective shareholders under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Dear Sir/ Madam, This is in furtherance to our earlier intimations dated January 08, 2026 and February 26, 2026, submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), regarding the approval of the Scheme by the Board of Directors of the Company and the receipt of the No Objection to the Scheme from the Reserve Bank of India, respectively. In this regard, we wish to inform you that the Company has received the Observation Letters from National Stock Exchange of India Limited vide letter no. NSE/LIST/53237/53236 dated July 09, 2026 and BSE Limited vide letter no. DCS/AMAL/RD/R59A/148/2026-27 & DCS/AMAL/RD/R37/149/2026-27 dated July 10, 2026 as required under the SEBI Listing Regulations, for the aforesaid Scheme. The same are enclosed herewith. The Observation Letters are available on the websites of the Stock Exchanges and have also been hosted on the website of the Company at https://www.ugrocapital.com. The Scheme remains subject to necessary approvals, including but not limited to approval of shareholders and creditors of the Company, sanction of the National Company Law Tribunal, and other regulatory/statutory approvals, as may be required. The Company will keep the Stock Exchanges informed of further developments in relation to the Scheme. Kindly take the above on record. Yours faithfully, For UGRO Capital Limited Satish Kumar Company Secretary and Compliance Officer Encl: a/a UGRO CAPITAL LIMITED Registered Office Address: B-17, Fourth Floor, Art Guild House, Phoenix Market City, Kurla (West), Mumbai- 400070 CIN: L67120MH1993PLC070739 Telephone: +91 22 49194400 I E-mail: info@ugrocapital.com I Website: www.ugrocapital.com Ref: NSE/LIST/53237/53236 July 09, 2026 The Company Secretary The Company Secretary UGRO Capital Limited Profectus Capital Private Limited Dear Sir /Madam, Sub: Observation Letter for draft scheme of amalgamation of Profectus Capital Private Limited (“Transferor Company” or “PCPL”) with UGRO Capital Limited (“Transferee Company” or “UGRO Capital”) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. We are in receipt for captioned draft scheme of amalgamation filed by UGRO Capital Limited and Profectus Capital Private Limited. Based on our letter reference no. NSE/LIST/53237/53236 dated April 15, 2026, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/0000000103 dated July 11, 2025 (as amended from time to time) read with Regulation 94(2), 59A and 94A and Schedule XI of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated May 22, 2026 and July 08, 2026 (received vide email dated July 09, 2026), has inter alia given the following comment(s) on the draft scheme of arrangement: SEBI comments dated May 22, 2026, under SEBI Master Circular dated June 20, 2023: a) The Companies shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme. b) The Companies shall ensure that additional information, if any, submitted by the Company after filing the scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the website of the listed company and the stock exchanges. c) The Companies shall ensure compliance with the SEBI circulars issued from time to time. d) The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company. e) The Companies shall ensure that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval. This Document is Digitally Signed Signed by: Khyati Vidwans Date: Thu, Jul 9, 2026 17:24:34 IST Location: NSE Continuation Sheet Ref: NSE/LIST/ 53237/53236 July 09, 2026 f) The Companies shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old. g) The Companies shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) Both the Companies shall ensure to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 – i. Details of assets, liabilities, net worth and revenue of the Company, pre and post scheme. ii. Impact of scheme on revenue generating capacity of Company. iii. Need and Rationale of the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme. iv. Certificate issued by Maheshwari &Co., Chartered Accountants dated May 15, 2026, certifying the pre and post scheme balances of Capital Reserve and Securities Premium Account and the fact that such reserves are sufficient to cover the proposed adjustments under clauses 15.2 and 15.3 of the Scheme. i) The Companies shall ensure that applicable additional information, if any, shall form part of disclosures to the shareholders, which was submitted by the company to the stock exchange as per Annexure-L under Regulation 37/Annexure-XI under Regulation 59A of exchange checklist. j) The Companies shall ensure that the "Scheme" shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document. k) The Companies shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI. l) The Companies shall ensure that the observations of SEBI/ Stock Exchange shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT. m) The Companies shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme. This Document is Digitally Signed Signed by: Khyati Vidwans Date: Thu, Jul 9, 2026 17:24:34 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/ 53237/53236 July 09, 2026 n) The listed entity(ies) involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same. o) It is to be noted that [Showing first 8,000 characters — download PDF for full document]