Order of final hearing date schedule for 20th November 2026, under the scheme of amalgamation.

22nd October 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Re.: - Intimation regarding final date of hearing of the Company Scheme Petition 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 22nd September 2026, the petition in connection with of 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”) as filed with the Hon’ble National Company Law Tribunal, Mumbai Bench, has been admitted on 9th October 2026 and is scheduled for final hearing on 20th November 2026 (enclosed order as uploaded today on the NCLT portal). Kindly take the above on record. Yours faithfully, For UGRO Capital Limited Shilpa Bhatter Chief Financial Officer Encl: a/a NCLT Order dated 9th October 2026 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 NATIONAL COMPANY LAW TRIBUNAL COURT ROOM NO. 1 MUMBAI BENCH Item No. 1 C.P.(CAA)/155(MB) 2026 IN C.A.(CAA)/141(MB) 2026 CORAM: SH. PRABHAT KUMAR SH. SUSHIL MAHADEORAO KOCHEY HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) ORDER SHEET OF THE HEARING ON 09.10.2026 NAME OF THE PARTIES: Profectus Capital Private Limited Sec. 230- 232 of Companies Act, 2013 ORDER 1) The present Company Petition has been filed in the matter of Scheme of Amalgamation between Profectus Capital Private Limited ("Transferor Company" or "First Petitioner Company") having CIN: U65999MH2017PTC295967 with UGRO Capital Limited ("Transferee Company" or "Second Petitioner Company") having CIN: L67120MH1993PLC070739 and their respective shareholders and creditors. 2) The Company Petition is filed in consonance with Section 230-232 and other applicable provisions of the Companies Act, 2013 and the order passed in CA (CAA) No. 141/MB/2026 (“said Order”) by this Tribunal. 3) Affidavit of Service in compliance with the Order of this Bench has also been filed along with the present Company Scheme Petition. 4) Heard Ld. Counsel for the Petitioner. Section 230(5) of the Companies Act, 2013, and Rule 8 of the Companies (Companies Arrangements and Amalgamation) Rules, 2016, provide for the issuance of a Notice on such Petitions. Section 230(5) and relevant part of Rule 8 read as follows: “Section 230. Power to compromise or make arrangements with creditors and members (5) A notice under sub-section (3) along with all the documents in such form as may be prescribed shall also be sent to the Central Government, the income-tax authorities, the Reserve Bank of India, the Securities and Exchange Board, the Registrar, the respective stock exchanges, the Official Liquidator , the Competition Commission of India established under sub-section (1) of section 7 of the Competition Act, 2002, if necessary, and such other sectoral regulators or authorities which are likely to be affected by the compromise or arrangement and shall require that representations, if any, to be made by them shall be made within a period of thirty days from the date of receipt of such notice, failing which, it shall be presumed that they have no representations to make on the proposals. 8. Notice to statutory authorities. – (1) For the purposes of sub-section (5) of section 230 of the Act, the notice shall be in Form No. CAA.3, and shall be accompanied with a copy of the scheme of compromise or arrangement, the explanatory statement and the disclosures mentioned under rule 6, and shall be sent to. – (i) the Central Government, the Registrar of Companies, the Income-tax authorities, in all cases; (ii) the Reserve Bank of India, the Securities and Exchange Board of India, the Competition Commission of India, and the stock exchanges, as may be applicable; (iii) other sectoral regulators or authorities, as required by Tribunal. (2) The notice to the authorities mentioned in sub-rule (1) shall be sent forthwith, after the notice is sent to the members or creditors of the company, by registered post or by speed post or by courier or by hand delivery at the office of the authority. (3) If the authorities referred to under sub-rule (1) desire to make any representation under sub-section (5) of section 230, the same shall be sent to the Tribunal within a period of thirty days from the date of receipt of such notice and copy of such representation shall simultaneously be sent to the concerned companies and in case no representation is received within the stated period of thirty days by the Tribunal, it shall be presumed that the authorities have no representation to make on the proposed scheme of compromise or arrangement. 5) Issue notice to the authorities specified in Section 230(5), inviting them to submit a representation, if any. The petitioner(s) shall take steps to issue notice in Form CAA-3. Proof of service by all modes shall be filed. 6) At least 10 days before the hearing date, the Petitioner shall publish notice of the Petition hearing in two local newspapers with wide circulation in the area where the Company's registered office and business are located: one English-language newspaper (Business Standard) and one local vernacular-language newspaper (navshakti), as required by Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 7) The Petitioner Companies shall issue notices to Statutory Authorities, as required under Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, informing the date fixed for hearing. 8) The Petitioner shall host Notices along with the copy of the Scheme on their respective Websites, if any. 9) Subject to the above compliance, it is made clear that the Authorities to whom notice is sent are required to file a representation, if any, within thirty days from the date of receipt of notice, failing which it will be presumed that they have no representation to make on the proposal. 10) Petition is accordingly admitted and fixed for hearing and final disposal on 20.11.2026. Sd/- Sd/- PRABHAT KUMAR SUSHIL MAHADEORAO KOCHEY MEMBER (TECHNICAL) MEMBER (JUDICIAL)