Amalgamation/Merger

14th 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: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”) enclosing the notices for convening separate meetings of Equity Shareholders, Secured Creditors (including Secured Non- Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures) of the Company in connection with the Scheme of Amalgamation pursuant to the NCLT Order dated 6th August 2026. 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 7th August 2026 and 12th August 2026 regarding the receipt of the NCLT Order directing 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, through video conferencing or other audio-visual means (“VC/ OAVM”). Accordingly, we enclose herewith the notice, explanatory statement for the separate Meetings to be convened by the Company in connection with the Scheme, of its:  Equity Shareholders;  Secured (including Secured Non-Convertible Debentures); and  Unsecured Creditors (including Unsecured Non-Convertible Debentures). Brief details of the meetings are given as under Particulars Meeting of Equity Meeting of Secured Meeting of Unsecured Shareholders Creditors Creditors Day, Date, Time of the Tuesday, 22nd Tuesday, 22nd Tuesday, 22nd Meeting September 2026 at September 2026 at September 2026 at 2:30 10:30 A.M. (IST) 12:15 P.M. (IST) P.M. (IST) Mode of Meeting As per directions of the NCLT, Mumbai Bench, the Meeting shall be conducted through video conferencing / other audio-visual means 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 Cut-off date for e- 15th September 2026 31st March 2026 31st March 2026 voting Remote e-voting start 19th September 2026 at 19th September 2026 at 19th September 2026 at date and time 9:00 A.M (IST) 9:00 A.M (IST) 9:00 A.M (IST) Remote e-voting end 21st September 2026 at 21st September 2026 at 21st September 2026 at date and time 5:00 P.M (IST) 5:00 P.M (IST) 5:00 P.M (IST) The detailed instructions for joining the applicable Meeting through VC/OAVM, manner of casting vote through e-voting, etc. are provided in the ‘Notes’ section of the notice of the Meeting. The Company is circulating the notice, explanatory statement under Section 230(3) read with Section 102 and other applicable provisions of the Act and all annexures thereto through electronic mode to all the Equity Shareholders, Secured (including Secured Non-Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures) of the Company. The notice along with annexures are also available on the website of the Company at below link: Investor Relations | Ugro Capital Annual Reports & Updates 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 Alternatively, if you are registered for NSDL e-services i.e., IDeAS, you can log-in at / with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically. (ii) 1. To do business of a Non-Banking Financial Company and to undertake and or arrange or syndicate all types of business relating to financing of consumers, individuals, industry or corporates, for all kinds of vehicles, aircrafts, ships, machinery, plants, two-wheelers, tractors and other farm equipments, consumer durables, equipment, renewable energy equipment/infrastructure, construction equipment, housing equipment, capital equipment, office equipment, their spares and components, real estate, infrastructure work or activity, including used/refurbished products, as also services of every kind and description, computers, storage tanks, toll roads, communication satellites, communication lines, factories, rolling stock, movable and immovable property, to engage in all forms of securitisation, installment sale and/or deferred sale relating to goods or materials, to purchase the book debts and receivables of companies and to lend or give credit against the same, to undertake real estate business, to borrow, to transact business as promoters, financiers, monetary agents, to carry out the business of a company established with the object of financing industrial enterprises and to arrange or provide financial and other facilities independently or in association with any person, Government, Financial Institutions, Banks, Industrial Companies or any other agency, in the form of lending or advancing money by way of loan, working capital finance, refinance, project finance or in any other form, whether with or without security, to institutions, bodies corporate, firms, associations, societies, trusts, authorities, industrial enterprises and to arrange or provide facilities for the purposes of infrastructure development work or for providing infrastructure facilities or engaging in infrastructure activities and to raise and provide venture capital and promote or finance the promotion of joint stock companies, to invest in, to underwrite, to manage the issue of, and to trade in their shares or other securities. 2. To promote the formation and mobilisation of capital, to manage capital savings and investment, to undertake bills discounting business, to purchase, finance, discount, re-discount, bills of exchange, to act as a discount and acceptance house, to arrange acceptance or co-acceptance of bills, to borrow, to lend, to negotiate loans, to transact business as promoters, financiers, monetary agents, to invest the capital or other funds of the Company in the purchase or acquisition of or rights in movable and immovable property, to use the capital, funds and assets of the Company as security for borrowing and the acquisition of or rights in movable or immovable property, or shares, stocks, debentures, debenture stock, bonds, mortgages, obligations, securities, revolving underwriting facilities and issue, acceptance and registration of all types of instruments, or to finance their acquisition by leasing or hire purchase or in any other manner, to raise or provide venture capital, to promote or finance the promotion of all types of instruments, or to finance their acquisition by leasing or hire purchase or in any other manner, to raise or provide venture capital. 3. To underwrite, to manage the issue of, and to trade in, shares or other securities, to undertake portfolio management, advisory and counselling services, to finance assist industrial and other enterprises in India and abroad, to provide finance and loan syndication, to revolve investments, computer programming and software manufacture and services televisi [Showing first 8,000 characters — download PDF for full document]