Shareholders meeting

22nd September 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: Summary of proceedings, Voting Results and Scrutinizer’s Report of the NCLT Convened Meeting of Equity Shareholders, Secured Creditors (including Secured Non-Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures) of the Company held on 22nd September 2026. Ref: Meeting of Equity Shareholders, Secured Creditors (including Secured Non-Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures) of the Company held pursuant to the order of the Hon’ble National Company Law Tribunal, Mumbai Bench (the “Tribunal”) dated 6th August 2026 (“Order”) in connection with the Scheme of Amalgamation between Profectus Capital Private Limited (“Transferor Company” or “PCPL”) with UGRO Capital Limited (“Transferee Company” or “UGRO Capital”) and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Dear Sir/ Madam, In furtherance to our earlier intimation dated 14th August 2026 regarding the convening of separate meetings of the Equity Shareholders, Secured Creditors (including Secured Non-Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures) for the purpose of considering, and if thought fit, approving the proposed Scheme, this is to inform you that the respective Meeting(s) of the Equity Shareholders, Secured Creditors (including Secured Non-Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures) in compliance with the Order dated 6th August 2026 as issued by the National Company Law Tribunal, Mumbai Bench, were convened and held on 22nd September 2026 through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). In this connection, we enclose herewith the following: Equity Shareholders 1. Summary of proceedings of the Meeting of the Equity Shareholders, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations”] and relevant circulars therein (Annexure A); 2. Voting results in respect of the business conducted at the Meeting as required under Regulation 44(3) of the SEBI (LODR) Regulations (Annexure B); and 3. Scrutinizer’s Report dated September 22, 2026 (Annexure C). 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 68269100 I E-mail: info@ugrocapital.com I Website: www.ugrocapital.com Secured Creditors (including Secured Non-Convertible Debentures) 1. Summary of proceedings of the Meeting of the Secured Creditors (including Secured Non- Convertible Debentures), as required under the SEBI (LODR) Regulations and relevant circulars therein (Annexure D); 2. Voting results in respect of the business conducted at the Meeting, as required under Regulation 44(3) of the SEBI (LODR) Regulations (Annexure E); and 3. Scrutinizer’s Report dated September 22, 2026 (Annexure F). Unsecured Creditors (including Unsecured Non-Convertible Debentures) 1. Summary of proceedings of the Meeting of the Unsecured Creditors (including Unsecured Non- Convertible Debentures), as required under the SEBI (LODR) Regulations and relevant circulars therein (Annexure G); 2. Voting results in respect of the business conducted at the Meeting, as required under Regulation 44(3) of the SEBI (LODR) Regulations (Annexure H); and 3. Scrutinizer’s Report dated September 22, 2026 (Annexure I). Kindly take the above on record. Yours faithfully, For UGRO Capital Limited Satish Kumar Company Secretary and Compliance Officer Enc: 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 68269100 I E-mail: info@ugrocapital.com I Website: www.ugrocapital.com Annexure A Proceedings of the Meeting of Equity Shareholders of the Company held pursuant to the Order of the Hon’ble National Company Law Tribunal, Mumbai Bench (the “Tribunal”) dated 6th August 2026 (“Order”) in connection with the Scheme of Amalgamation between Profectus Capital Private Limited (“Transferor Company” or “PCPL”) with UGRO Capital Limited (“Transferee Company” or “UGRO Capital”) and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 (“Scheme”) A. Date, time and venue of the Meeting A Meeting of the Equity Shareholders of the Company was convened today, Tuesday, 22nd September 2026 at 10.30 A.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), pursuant to the Order of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT” or “Hon’ble Tribunal”) dated 6th August 2026 in Company Application No. 141 of 2026 for considering and if thought fit, approve the Scheme. B. Directors and Other Representative present Mr. Satyananda Mishra, Non-Executive Chairman and Independent Director was present through VC. Ms. Akanksha Mota, Scrutinizers, Mr. Sumit Godambe, the representatives of the Statutory Auditors, and Mr. Pankaj Nigam, the representatives of Secretarial Auditors, were also present at the Meeting through VC. C. Proceedings in brief Pursuant to the Order of the NCLT, Mr. H. V. Subba Rao, chaired the meeting (“Chairperson”) of the Equity Shareholders of the Company. Upon confirmation of requisite quorum being present, the Chairperson called the meeting to order. The Chairperson informed the Equity Shareholders that the meeting was being held through VC/OAVM pursuant to the Order passed by the Hon’ble Tribunal and in compliance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, to seek approval of the Equity Shareholders for the following resolution: Brief description of the resolution Resolution Type Scheme of Amalgamation between Profectus Capital Private Limited Special Majority (“Transferor Company” or “PCPL”) with UGRO Capital Limited (“Transferee Company” or “UGRO Capital”) and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 The Equity Shareholders were informed that pursuant to the Order, Ms. Akanksha Mota, Practising Company Secretary, was appointed as the Scrutinizer to scrutinize the process of remote e-Voting and e-Voting at the meeting. 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 68269100 I E-mail: info@ugrocapital.com I Website: www.ugrocapital.com Mr. Satish Kumar, Company Secretary & Compliance Officer of the Company, explained the rationale of the Scheme. Mr. Satish Kumar informed the Equity Shareholders that since the Scheme, the explanatory statement and the resolution proposed for approval had already been circulated along with the notice of the meeting, the same were taken as read. The Chairperson explained the guidelines for casting votes. Thereafter, the Equity Shareholders registered as speakers, if any, were invited to raise questions and express their views on the Scheme. Since no Equity Shareholders was registered as a speaker, no queries were raised in relation to the Scheme. Thereafter, the Chairperson requested the Equity Shareholders who were present at the meeting and had not cast their votes electronically through remote e-Voting were provided an opportunity to cast their votes through e-Voting during the meeting b [Showing first 8,000 characters — download PDF for full document]