Disclosure under Reg 30 of SEBI (LODR) Reg 2015, intimating NCLT Order dated 06th Aug 2026 directing the meeting of Equity Shareholders, Secured Creditors & Unsecured Creditors of the ....

07th August 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 NCLT order dated 06th August 2026 directing the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company in connection with the Scheme of Amalgamation. 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 July 17, 2026, regarding the filing of the Company Application in relation to the Scheme with the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench. We would like to inform you that the NCLT, Mumbai Bench, vide its order dated 6th August 2026 (“NCLT Order”) has directed that the meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company be convened and held within 90 days of the Order being uploaded on NCLT site (i.e. https://nclt.gov.in) for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing or other audio-visual means (“VC/ OAVM”). Copy of the Order enclosed is also available on the website of the Company at www.ugrocapital.com. A certified copy of the Order is awaited. The Scheme remains subject to applicable regulatory and other approvals. 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 68269100 I E-mail: info@ugrocapital.com I Website: www.ugrocapital.com IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.A.(CAA) NO. 141 (MB)/2026 In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. In the matter of Scheme of Amalgamation Between Profectus Capital Private Limited ("Transferor Company" or "First Applicant Company") and UGRO Capital Limited ("Transferee Company" or "Second Applicant Company") and their respective shareholders and creditors ('Scheme') In the matter of; PROFECTUS CAPITAL PRIVATE LIMITED CIN: U65999MH2017PTC295967 ….First Applicant Company / Transferor Company UGRO CAPITAL LIMITED CIN: L67120MHI 993PLC070739 ….Second Applicant Company / Transferee Company [collectively referred to as the “Applicant Companies”] Order pronounced on 06.08.2026 IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.A. (CAA) NO.141/MB/2026 Coram : Shri Prabhat Kumar Shri Sushil Mahadeorao Kochey Member( Technical) Member (Judicial) Appearances: For the Applicant Companies : Adv. Tanaya Sethi ORDER 1. The Applicant Companies have filed an Application seeking directions from this Tribunal in the Scheme of Arrangement between PROFECTUS CAPITAL PRIVATE LIMITED (“First Applicant Company /Transferor Company”) CIN No. U65999MH2017PTC295967 and UGRO CAPITAL LIMITED, CIN No. L67120MH1993PLC070739 (“Second Applicant Company/ Transferee Company”) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 (‘Scheme’) read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 praying for following reliefs: i. Dispensation of the meetings of the Equity Shareholders of the First Applicant Company on the basis of the consent affidavits obtained from all the Equity Shareholders. ii. Directions for convening and holding the meeting of the Secured Creditors of the First Applicant Company through Audio-Visual means for considering and approving the proposed Scheme. iii. Dispensation of the meeting of the Unsecured Creditors of the First Applicant Company on the basis of the consent affidavits obtained from all the Unsecured Creditors. iv. Directions for convening and holding separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Second Applicant Company through Audio Visual means for considering and approving the proposed Scheme. v. Directions to serve notice of the Scheme and the present Application IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.A. (CAA) NO.141/MB/2026 upon the statutory/regulatory authorities, including the Regional Director (Western Region), Registrar of Companies, Official Liquidator, Income Tax Authorities and such other authorities as may be applicable, and for issuance of consequential directions in accordance with law. vi. Such other and further orders as this Tribunal may deem fit in the facts and circumstances of the case. 2. It is submitted that the details of the Applicant Companies are as under: a. PROFECTUS CAPITAL PRIVATE LIMITED, is a company incorporated under the Companies Act, 2013 on 09.06.2017, having its registered office situated at B-17, Fourth Floor, Art Guild House, Pheonix Market City, Kurla (West), Mumbai-400070. With effect from 01.04.2026 the registered office of the First Applicant Company has been shifted to Office No. 3B, 35 to 40, 3rd Floor, Phoenix Paragon Plaza, LBS Marg, Kurla, Mumbai-400070. The First Applicant Company is a non-deposit taking Non-Banking Financial Company (NBFC), classified as a Middle Layer NBFC and registered with the Reserve Bank of India. It is primarily engaged in providing secured lending and factoring services to Micro, Small and Medium Enterprises (MSMEs). The Non- Convertible Debentures (NCDs) of the First Applicant Company are listed on the National Stock Exchange of India Limited (NSE). The First Applicant Company is a wholly owned subsidiary company of UGRO Capital Limited, Second Applicant Company. b. UGRO CAPITAL LIMITED, is a company incorporated under the Companies Act, 1956 on 10.02.1993 having its registered office situated at Equinox Business Park, Tower 3, Fourth Floor, Off BKC, LBS Road, Kurla, Mumbai – 400070. With effect from 13.03.2026, the registered office of the Second Applicant Company is shifted to B-17, Fourth Floor, Art Guild House, Pheonix Market City, Kurla (West), Mumbai – 400070. IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.A. (CAA) NO.141/MB/2026 The Company was originally incorporated as “Chokhani Securities Private Limited”, which was subsequently renamed as “Chokhani Securities Limited” on 26.07.1994 and thereafter as “UGRO Capital Limited” on 26.09.2018. The equity shares and Non-Convertible Debentures of the Second Applicant Company are listed on BSE Limited and the National Stock Exchange of India Limited. The Second Applicant Company is a non-deposit taking NBFC, classified as a Middle Layer NBFC and registered with the Reserve Bank of India. It is primarily engaged in providing financial products, including business loans, loans against property, machinery and equipment finance, and working capital support to MSMEs. 3. The Board of Directors of the respective Applicant Companies have approved the Scheme of Amalgamation at their respective Board Meeting held on 08.01.2026. 4. The Appointed Date fixed under the Scheme is the opening of business hours on 01.04.2026. 5. Overview of the Scheme: The Scheme is divided into the following parts: PART I Background of the Companies and the rationale of the Scheme. PART II Definitions and Share Capital PART III Amalgama [Showing first 8,000 characters — download PDF for full document]