Scheme of Arrangement

17 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 (“Listing Regulations”) intimating filing of Company Application before the Hon’ble National Company Law Tribunal, Mumbai Bench 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 intimation dated January 08, 2026, regarding approval by the Board of Directors of the Company of the above referred Scheme, and our subsequent intimation dated July 10, 2026, regarding receipt of the Observation Letters from the Stock Exchanges, pursuant to Regulation 30 of the Listing Regulations. In this regard, we wish to inform you that the Company and Profectus Capital Private Limited (Transferor Company) have filed a Company Application in relation to the Scheme with the Hon’ble National Company Law Tribunal, Mumbai Bench on July 16, 2026. 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 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