UGRO CAPITAL LIMITED — Proxy Solicitation & Information Statement 2022

Aug 4, 2022

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4[th] August 2022

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400001 Bandra (E), Mumbai - 400 051 Scrip code: 511742 NSE Symbol: UGROCAP

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051

Dear Sir/ Madam,

Subject: NOTICE OF POSTAL BALLOT

In accordance with the provisions of the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), please find enclosed herewith the Notice of Postal Ballot of the Company together with Explanatory Statement thereto, for seeking approval of members by way of special resolutions mentioned therein.

The Notice of the Postal Ballot along with the Explanatory statement is also available on the website of the Company at www.ugrocapital.com and on the website of CDSL at www.cdslindia.com .

Kindly take the above information on record.

Thanking You.

Your faithfully,

FOR UGRO CAPITAL LIMITED

Digitally signed by NAMRATA NAMRATA SAJNANI SAJNANI Date: 2022.08.04 16:20:19 +05'30' Namrata Sajnani Company Secretary and Compliance Officer

Encl: a/a

UGRO CAPITAL LIMITED

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Registered Office Address : Equinox Business Park, Tower 3, 4th Floor, LBS Road, Kurla (West), Mumbai – 400070. CIN : L67120MH1993PLC070739 Telephone : +91 22 48918686 I E-mail : yougrow@ugrocapital.com I Website : www.ugrocapital.com

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UGRO CAPITAL LIMITED

CIN : L67120MH1993PLC070739 Registered Office : Equinox Business Park, Tower 3, 4[th] Floor, LBS Road, Kurla (West), Mumbai - 400070 E-mail : cs@ugrocapital.com, Website : www.ugrocapital.com

Telephone : +91 22 48918686

NOTICE Of POsTAL BALLOT

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings/ conducting postal ballot process through electronic voting (remote e-voting) vide General Circular No. 14/ 2020 dated April 8, 2020, 17/ 2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and 03/2022 dated May 05, 2022 in relation to extension of the framework provided in the aforementioned circulars up to December 31, 2022, (the “MCA Circulars”) in view of COVID-19 pandemic and any other applicable laws and regulations, the following items of special businesses are proposed to be passed by the Members of UGRO Capital Limited (“the Company”) through Postal Ballot via remote e-voting.

sPECIAL BUsINEss

ITEM NO. 1: APPROVAL Of UGRO CAPITAL EMPLOYEE sTOCK OPTION sCHEME – 2022

To consider and if thought fit, with or without modification, to pass the following resolution as a Special Resolution:

“REsOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any amendment thereto or re-enactment thereof), Regulation 6(1) and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”) , the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”) , relevant provisions of Memorandum of Association and Articles of Association of the Company and any other applicable and prevailing statutory Guidelines/ Circulars in that behalf and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the appropriate regulatory authority(ies)/ institution(s) and such conditions and modifications as may be prescribed/imposed by the appropriate regulatory authority(ies)/ institution(s) while granting such approval(s), consent(s), permission(s) and/or sanction(s), the consent of the Members of the Company be and is hereby accorded for approval of Ugro Capital Employee Stock Option Scheme - 2022 (“Scheme”) and the Board of Directors (hereinafter referred to as the “Board of Directors” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee, which the Board of Directors has constituted to exercise its powers, including the powers, conferred by this resolution) be and is hereby authorized to create, grant, offer, issue and allot under the Scheme, in one or more tranches, not exceeding 5 (Five) percent of the Paid-Up Equity Capital of the Company as on March 31, 2022, comprising into, 35,27,966 (Thirty Five Lacs Twenty Seven Thousand Nine Hundred and Sixty Six) Employee Stock Options (“Options”) (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time) , to or for the benefit of Employees and Directors of the Company and to such other persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme (as permitted under the applicable laws from time to time), exercisable into not more than 35,27,966 (Thirty Five Lacs Twenty Seven Thousand Nine Hundred and Sixty Six) Equity Shares of face value of Re. 10/- each (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time) on such terms and in such manner as the Board of Directors may decide in accordance with the provisions of the applicable laws and the provisions of the Scheme; REsOLVED fURTHER THAT the Nomination and Remuneration Committee of the Company shall have all necessary powers as defined in the Scheme and is hereby designated as Compensation Committee in pursuance of the SEBI (SBEB & SE) Regulations for the purpose of superintendence and formulating the detailed terms and conditions of the Scheme.

REsOLVED fURTHER THAT the Scheme shall be implemented through Trust route wherein irrevocable Trust, as set up by the Company by the name Ugro Employee Benefit Trust (“Trust”), shall acquire the equity shares of the Company by way of secondary acquisition from the market. REsOLVED fURTHER THAT the trustees of the Trust are hereby authorized to make secondary acquisition of equity shares in accordance and in compliance with SEBI (SBEB & SE) Regulations, from time to time.

REsOLVED fURTHER THAT the Company shall conform to the applicable Accounting Policies, Guidelines or Accounting Standards, and other laws, rules and regulations, as may be applicable from time to time, including the disclosure requirements prescribed therein.

REsOLVED fURTHER THAT the Board of Directors, subject to compliance with the SEBI (SBEB & SE) Regulations and other applicable laws, rules and regulations, be and are hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate the Scheme and to do all such acts, deeds, matters and things as it may in its absolute discretion deems fit for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and/ or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental and ancillary thereof.

REsOLVED fURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds, and things, as it may, in its absolute discretion deem necessary including but not limited to appoint Advisors, Consultants or Representatives, being incidental for the effective implementation and administration of the Scheme and to make applications to the appropriate Authorities, for their requisite approvals and take all necessary actions and to settle all such questions, difficulties or doubts whatsoever that may arise while implementing this resolution.

REsOLVED fURTHER THAT the Board of Directors be and are hereby also authorized to nominate and appoint one or more persons for carrying out any or all of the activities that the Board of Directors are authorized to do for the purpose of giving effect to this resolution.”

ITEM NO. 2: APPROVAL fOR THE ACQUIsITION Of EQUITY sHAREs BY WAY Of sECONDARY ACQUIsITION UNDER UGRO CAPITAL EMPLOYEE sTOCK OPTION sCHEME - 2022.

To consider and if thought fit, with or without modification, to pass the following resolution as a Special Resolution :

“ REsOLVED THAT pursuant to the provisions of Regulation 6(3)(a) and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”) , applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any amendment thereto or re-enactment thereof), the applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”) , relevant provisions of Memorandum of Association and Articles of Association of the Company and subject further to such other approval(s), permission(s) and sanction(s) as may be necessary and such conditions and modifications as may be prescribed or imposed while granting such approval(s), permission(s) and sanction(s), the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board of Directors” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee, which the Board of Directors has constituted to exercise its powers, including the powers, conferred by this resolution) for secondary acquisition of up to 35,27,966 (Thirty Five Lacs Twenty Seven Thousand Nine Hundred and Sixty Six) Equity Shares (“Shares”) of the Company by Ugro Employee Benefit Trust (“Trust”) , in one or more tranches, and at such price or prices and on such terms and conditions, as may be determined by the Board of Directors, for the purpose of implementation of the Ugro Capital Employee Stock Option Scheme - 2022 (“Scheme”) and in due compliance with the provisions of the SEBI (SBEB & SE) Regulations.

REsOLVED fURTHER THAT the total number of Shares under secondary acquisition held by the Trust in pursuance to the Scheme or any other share-based Employee benefit plan implemented in the past, shall at no time, exceed 5 (five) percent of the Paid-up Equity Capital of the Company at the end of the financial year immediately prior to the year in which the shareholders’ approval is obtained in due compliance with the provisions of the SEBI (SBEB & SE) Regulations, as amended from time to time.

REsOLVED fURTHER THAT the secondary acquisition by the Trust in any financial year shall not exceed 2 (two) percent of the Paid-up Equity capital as at the end of the respective previous financial year as prescribed under the provisions of the SEBI (SBEB & SE) Regulations, as amended from time to time.

REsOLVED fURTHER THAT the above limits shall automatically include within their ambit the expanded or reduced capital of the company where such expansion or reduction has taken place on account of corporate action(s) including issue of bonus shares, stock splits, consolidations, rights issue, buy-back, scheme of arrangement or other re-organisation of capital structure of the Company as may be applicable from time to time.

REsOLVED fURTHER THAT for the purpose of Scheme, the trustees of the Trust are hereby authorized to acquire, purchase, hold and deal in equity shares of the Company in accordance and in compliance with SEBI (SBEB & SE) Regulations, from time to time and utilize it.

REsOLVED fURTHER THAT the Trustees of the Trust shall ensure compliance of the provisions of the SEBI (SBEB & SE) Regulations, Companies Act, 2013 and all other applicable laws at all times in connection with dealing with the Equity Shares of the Company including but not limited to maintenance of proper books of account, records and documents as prescribed.

REsOLVED fURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds, and things, as it may, in its absolute discretion deem necessary and incidental for the effective implementation and administration of the Scheme and to make applications to the appropriate Authorities, for their requisite approvals and take all necessary actions and to settle all such questions, difficulties or doubts whatsoever that may arise while implementing this resolution.

REsOLVED fURTHER THAT the Board of Directors be and are hereby also authorised to nominate and appoint one or more persons for carrying out any or all of the activities that the Board of Directors is authorised to do for the purpose of giving effect to this resolution.”

ITEM NO. 3: APPROVAL fOR PROVIsION Of MONEY BY THE COMPANY fOR PURCHAsE Of ITs OWN sHAREs BY THE TRUsT / TRUsTEEs fOR THE BENEfIT Of EMPLOYEEs UNDER UGRO CAPITAL EMPLOYEE sTOCK OPTION sCHEME - 2022.

To consider and if thought fit, with or without modification to pass the following resolution as a Special Resolution :

“ REsOLVED THAT pursuant to the provisions of Section 67(3), 62(1)(b) of the Companies Act, 2013, Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any amendment thereto or re-enactment thereof), the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”) , the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”) , relevant provisions of Memorandum of Association and Articles of Association of the Company and subject further to such other approval(s), permission(s) and sanction(s) as may be necessary from the appropriate regulatory authority(ies)/ institution(s) and such conditions and modifications as may be prescribed/imposed by the appropriate regulatory authority(ies)/ institution(s) while granting such approval(s), consent(s), permission(s) and/or sanction(s), the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board of Directors” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee, which the Board of Directors has constituted to exercise its powers, including the powers, conferred by this resolution) to grant loan, to provide guarantee or security in connection with a loan granted or to be granted to Ugro Employee Benefit Trust (“Trust”) , in one or more tranches not exceeding 5% (Five percent) of the aggregate of the Paid-Up share capital and Free Reserves, or other limit as prescribed under the applicable laws, from time to time, for the purpose of subscription and/or purchase of Equity Shares of the Company by the Trust/ Trustees, in one or more tranches, subject to the ceiling of Equity Shares (“Shares”) as may be prescribed under Ugro Capital Employee Stock Option Scheme - 2022 (“Scheme”) or any other share based Employee benefit plan which may be introduced by the Company from time to time (“Employee Benefit Scheme(s)”) , with a view to purchase such Shares in line with contemplated objectives of the Scheme or for any other purpose(s) as permitted under and in due compliance with the provisions of the SEBI (SBEB & SE) Regulations, the Act and any other applicable laws and regulations.

REsOLVED fURTHER THAT the above prescribed limit shall be taken on consolidated basis for all Employee Benefit Scheme(s) as may be undertaken by the Company from time to time.

REsOLVED fURTHER THAT loan provided by the Company shall be subject to the terms and conditions, including but not limited to, as given herein below:

a) the loan shall be with or without interest as be determined by the Board from time to time;

• b) the tenure of such loan shall be the point where the objects of the Trust are accomplished or the repayment of loan is made, whichever is earlier;

• c) the utilization of such loan shall be for the objects of the Trust as mentioned in the trust deed, and

• d) the Trust shall repay the loan to the Company by utilising the proceeds realised from exercise of Options and the accruals of the Trust during the tenure of the Scheme or at the time of duration or termination of the Scheme.

REsOLVED fURTHER THAT the Trust shall not deal in derivatives and shall undertake transactions as permitted by SEBI (SBEB & SE) Regulations.

REsOLVED fURTHER THAT for the purposes of disclosures to the stock exchanges, the shareholding of the Trust shall be shown as non-promoter and non-public shareholding.

REsOLVED fURTHER THAT the Board of Directors of the Company be and are hereby authorized to comply with the legal provisions and do all ancillary and consequential matters and to take such steps and to do such acts, deeds, matters and things as they may deem proper and give/ send such notices, directions as may be necessary to give effect to the above resolution.

REsOLVED fURTHER THAT the Board of Directors be and are hereby also authorized to nominate and appoint one or more persons for carrying out any or all of the activities that the Board of Directors are authorized to do for the purpose of giving effect to this resolution.”

Place: Mumbai

Date: July 22, 2022

Registered Office

Equinox Business Park, Tower 3, 4[th] Floor,

By Order of the Board of Directors sd/Namrata sajnani Company Secretary Membership No. f10030

LBS Road, Kurla (West), Mumbai - 400070

Notes:

1. An Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 (‘Act’), setting out all material facts relating to the resolutions in this Notice are appended herein below for information and consideration of Members and the same should be considered as part of this Notice.

2. Relevant documents referred to in this Notice and the Explanatory Statement are available for inspection at the registered office of the Company until 1.00 p.m. (IST) of the last date of remote e-voting of this Postal Ballot i.e., September 4, 2022. Members who wish to inspect the documents are requested to send an email to cs@ugrocapital.com with copy marked to mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

3. The Board of Directors of the Company has appointed Mr. Pankaj Nigam and Associates, Practicing Company Secretary (FCS No. 7343 and CP No. 7979) to act as Scrutinizer for conducting the Postal Ballot (remote e-voting) process in a fair and transparent manner.

4. On account of threat posed by COVID 19 pandemic and in terms of the circulars issued by MCA and the SEBI, the Company is sending Postal Ballot Notice in electronic form only, instead of dispatching hard copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope to the Members for this Postal Ballot.

5. Dispatch of the Notice shall be deemed to be completed on the day on which the Company or CDSL sends out the Postal Ballot Notice by e-mail to the members of the Company.

6. The Postal Ballot Notice is being sent by e-mail to all those Members, whose names appear in the Register of Member/List of Beneficial Owners as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on July 29, 2022 (‘Cut-off date’) and who have registered their e-mail address, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, Link Intime India Private Limited (the “RTA”), in accordance with the provisions of the Act read with the Rules made thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date should treat this Notice for information only.

7. This Notice is also available on the website of the Company, i.e. www.ugrocapital.com, on the website of CDSL i.e. www.cdslindia.com and the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com

8. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details pertaining to this Postal Ballot will be published in one English national daily newspaper (in English language) and one Marathi daily newspaper (in vernacular language i.e., Marathi).

9. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations as amended from time to time, read with SEBI circular dated 9[th] December, 2020 on remote e-voting facility provided by listed entities, and the applicable MCA circulars, the Company is pleased to offer remote e-voting facility to Members to cast their vote electronically.

10. The Company has engaged CDSL (hereinafter referred to as CDSL or “Service Provider”) for facilitating remote e-voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form for this Postal Ballot.

11. The Scrutinizer will submit the results of the remote e-voting to the Chairman of the Company or the Authorized Officer(s) of the Company after completion of the scrutiny of the e-voting. The result of the Postal Ballot along with the Scrutinizer’s Report shall be uploaded on the Company’s website www.ugrocapital.com, on the website of CDSL www.cdslindia.com and shall simultaneously be communicated to the Stock Exchanges where the Company’s shares are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, within two working days from the date of completion of said e-voting and shall also be displayed at Company’s Registered Office and Corporate Office.

12. Resolutions passed by the members through Postal Ballot shall be deemed to have been passed as if the same has been passed at a General Meeting of the Members convened in this regard. The resolution(s), if approved by the requisite majority of Members by means of Postal Ballot, shall be deemed to have been passed on the last date of e-voting i.e., September 4, 2022.

THE INTRUCTIONs Of sHAREHOLDERs fOR E-VOTING ARE As UNDER:

• (i) The voting period begins on 9 am on Saturday, August 6, 2022 and ends on 5 pm on Sunday, September 4, 2022. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of July 29, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

• Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

e-Votng facility. Pursuant to abovesaid SEBI given below:	Circular, Login method for e-Votng for Individual shareholders holding securites in Demat mode CDSL/NSDL is
Type of shareholders	Login Method
Individual Shareholders holding securites in Demat mode withCDsL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existng user id and password. Opton will be made available to reach e-Votng page without any further authentcaton. The URL for users to login to Easi / Easiest are htps://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) Afer successful login the Easi / Easiest user will be able to see the e-Votng opton for eligible companies where the evotng is in progress as per the informaton provided by company. On clicking the evotng opton, the user will be able to see e-Votng page of the e-Votng service provider for castng your vote during the remote e-Votng period. Additonally, there is also links provided to access the system of all e-Votng Service Providers i.e., CDSL/ NSDL/KARVY/LINKINTIME, so that the user can visit the e-Votng service providers’ website directly. 3) If the user is not registered for Easi/Easiest, opton to register is available at htps://web.cdslindia.com/myeasi/ Registraton/EasiRegistraton 4) Alternatvely, the user can directly access e-Votng page by providing Demat Account Number and PAN No. from a e-Votng link available on www.cdslindia.com home page or click on htps://evotng.cdslindia.com/Evotng/ EvotngLogin The system will authentcate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Afer successful authentcaton, user will be able to see the e-Votng opton where the evotng is inprogress and also able to directlyaccess the system of all e-VotngService Providers.
Individual Shareholders holding securites in demat mode withNsDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: htps://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ secton. A new screen will open. You will have to enter your User ID and Password. Afer successful authentcaton, you will be able to see e-Votng services. Click on “Access to e-Votng” under e-Votng services and you will be able to see e-Votng page. Click on company name or e-Votng service provider name and you will be re-directed to e-Votng service provider website for castng your vote during the remote e-Votng period. 2) If the user is not registered for IDeAS e-Services, opton to register is available at htps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Votng website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl. com/ either on a Personal Computer or on a mobile. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ secton. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name or e-Votng service provider name and you will be redirected to e-Votngserviceprovider website for castng your vote duringthe remote e-Votng period.
Individual Shareholders (holding securites in demat mode) login through theirDepository Partcipants	You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL/CDSL for e-Votng facility. Afer Successful login, you will be able to see e-Votng opton. Once you click on e-Votng opton, you will be redirected to NSDL/CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. Click on company name or e-Votng service provider name and you will be redirected to e-Votng serviceprovider website for castng your vote duringthe remote e-Votng period.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password opton
available at abovementoned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL

and NSDL
Login type	Helpdesk details
Individual Shareholders holding securites in Demat mode withCDsL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evotng@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securites in Demat mode withNsDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evotng@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (iv) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

then your existng password is to be used. If you are a frst-tme user follow the steps given below:	then your existng password is to be used. If you are a frst-tme user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Partcipant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld.

(v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(viii)Click on the EVSN for the relevant UGRO Capital Limited on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiii)You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xiv)If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xv) Additional Facility for Non - Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@ugrocapital.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCEss fOR THOsE sHAREHOLDERs WHOsE EMAIL/MOBILE NO. ARE NOT REGIsTERED WITH THE COMPANY/DEPOsITORIEs.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

EXPLANATORY sTATEMENT PURsUANT TO sECTION 102 Of THE COMPANIEs ACT, 2013

ITEM NOs. 1 AND 2

Equity based remuneration includes alignment of personal goals of the Employees with Organisational objectives by participating in the ownership of the Company. The Board of Directors of your Company understands the need to enhance the employee engagement, to reward the employees for their association and performance as well as to motivate them to contribute to the growth and profitability of the Company.

In order to reward and retain the key employees and to create a sense of ownership and participation amongst them, the Board of Directors in its meeting held on July 22, 2022, approved Ugro Capital Employee Stock Option Scheme - 2022 (“Scheme”) to or for the benefit of such Employees as defined in the Scheme.

In terms of Regulation 6 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“sEBI (SBEB & SE) Regulations”) and Section 62 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the issue of Equity Shares under an Employee Stock Options Scheme requires approval of the shareholders by way of a Special Resolution. The Special Resolution set out at Item No. 1 is to seek your approval for the said purpose.

Further, as per Regulation 6(3)(a) of SEBI (SBEB & SE) Regulations, approval of the shareholders by way of a separate Special Resolution is also required for secondary acquisition of Equity Shares by the Trust for implementation of the Scheme. The Special Resolution set out at Item No. 2 is to seek your approval for the said purpose.

The salient features and other details of the Scheme as required pursuant to Regulation 6(2) of SEBI (SBEB &SE) Regulations are as under:

1.

Brief Description of the Scheme:

The Scheme shall be called Ugro Capital Employee Stock Option Scheme - 2022

• The Purpose of the Scheme includes the following:

• a. To motivate the Employees to contribute to the growth and profitability of the Company over medium to long term.

• b. To achieve sustained growth and the creation of shareholder value by aligning the interests of the Employees with the long-term interests of the Company.

• c. To create a sense of ownership and participation amongst the Employees to share the value they create for the Company in the years to come.

• d. To provide deferred rewards to Employees; and

• e. To act as a tool for retention and hiring of talent.

2.

The total number of Stock Options to be granted under the Scheme:

The maximum number of Options that may be granted pursuant to this Scheme shall not exceed 5% of the Paid-Up Equity Capital of the Company as on March 31, 2022, comprising into, 35,27,966 (Thirty-Five Lacs Twenty-Seven Thousand Nine Hundred and Sixty-Six) Options which shall be convertible into equal number of Equity Shares (“Shares”) .

Within the overall pool of 35,27,966 (Thirty-Five Lacs Twenty-Seven Thousand Nine Hundred and Sixty-Six) Shares, the Trust may acquire such quantity of Shares by the way of Secondary Acquisition as decided by the Board of Directors (the term shall deem to include Nomination and Remuneration Committee (“NRC”)) , from time to time.

If any Option granted under the Scheme lapses or is forfeited or surrendered under any provision of the Scheme, such Option shall be available for further grant under the Scheme unless otherwise determined by the Board of Directors.

Further, the maximum number of Options that can be granted and the Equity Shares arising upon exercise of these Options shall stand adjusted in case of corporate actions (as defined in the Scheme).

3. Identification of classes of Employees entitled to participate in the Scheme:

• (a) an Employee as designated by the Company, who is exclusively working in India or outside India; or

• (b) a director of the Company, whether a whole-time director or not, including a non-executive director who is not a promoter or member of the promoter group, but excluding an independent director; or

• (c) an employee as defined in sub-articles (a) or (b), of a Group Company(ies) including Subsidiary Company(ies) or its Associate Company(ies), in India or outside India, or of a Holding Company, of the Company.

but does not include

• (a) an Employee who is a promoter or a person belonging to the promoter group; or

• (b) a director who either himself or through his relative or through any body corporate directly or indirectly, holds more than ten percent of the outstanding Shares of the Company.

Note: In the event any of the above-referred excluded persons are permitted to be granted Options under Applicable Law - they shall also be considered an Employee for the purposes of this Scheme without any further approvals being required (other than approvals required by Applicable Law for such Grant).

4. Requirement of Vesting and period of Vesting:

Vesting Period shall commence from the Grant Date, subject to minimum of 1 (One) year from the Grant Date and to a maximum of 3 (Three) years from the Grant Date, at the discretion of and in the manner prescribed by the Board of Directors and set out in the Grant Letter.

Vesting of Options can vary from Grantee (an Eligible Employee to whom Options have been granted under the Scheme) to Grantee as per the discretion of the Board of Directors whose decision shall be final and binding.

The vesting would be subject to the continued employment of the Grantee and may further be linked with the certain performance and other criteria, as determined by the Board of Directors and mentioned in the grant letter.

5. Maximum period within which the Options shall be vested:

• Maximum period within which the Options shall be vested is 3 (Three) years from the Grant Date.

6. Exercise Price or Pricing Formula:

Under this Scheme, the Exercise Price of the Shares will be decided by the Board of Directors and will be a) Average acquisition price (at the time of Secondary Acquisition by the Trust) as on the date of grant or b) as decided by Board of Directors. The Board of Directors can give cashless exercise of options, if required, to the employees and shall provide necessary procedures and/or mechanism for exercising such options subject to applicable laws, rules and regulations.

7. Exercise period and process of Exercise:

After vesting, Options can be exercised either wholly or partly, within maximum of 6 (Six) months from the date of respective Vesting, after submitting the Exercise application along with payment of the Exercise Price, applicable taxes and other charges, if any.

The mode and manner of the exercise shall be communicated to the Grantees individually.

8. Appraisal process for determining the eligibility of Employees for the Scheme:

• The Board of Directors may on the basis of all or any of the following criteria, decide on the Employees who are eligible for the Grant of Options under the Scheme, the number of Options to be Granted and the terms and conditions thereof.

• Longevity of Service: It will be determined on the basis of tenure of employment of an Employee in the Company / Group Company(ies) / Subsidiary Company(ies) / Associate Company(ies)/ Holding Company.

• Performance of Employee: Employee’s performance during the financial year in the Company / Group Company(ies) / Subsidiary Company(ies) / Associate company(ies)/Holding company on the basis of decided parameters.

• Performance of Company: Performance of the Company as per the standards to be set by the NRC/ Board of Directors from time to time.

• Any other criteria such as designation/level of the employees or such other criteria as decided by the Committee in consultation with Board of Directors from time to time.

9. The Maximum number of Options to be granted per Employee and in aggregate:

The maximum number of Options that may be granted pursuant to this Scheme shall not exceed 5% of the Paid-Up Equity Capital of the Company as on March 31, 2022, comprising into, 35,27,966 (Thirty-Five Lacs Twenty-Seven Thousand Nine Hundred and Sixty-Six) Options which shall be convertible into equal number of Shares.

Subject to availability of Options in the pool under the Scheme, the maximum number of Options that can be granted to any eligible Employee shall be less than 1% of the issued capital of the Company at the time of grant.

10. The Maximum quantum of benefits to be provided per Employee under the scheme:

The maximum quantum of benefits that will be provided to every eligible Employee under the Scheme will be the difference between the market value of Company’s Share on the Recognized Stock Exchanges as on the date of Exercise of Options and the Exercise Price paid by the Employee.

11. Whether the Scheme(s) is to be implemented and administered directly by the Company or through a Trust:

The Scheme shall be implemented through trust route wherein the Trust may acquire the Equity Shares by way of Secondary Acquisition from the market.

Subject to applicable laws and the framework laid down by the Board of Directors, the Scheme shall be administered by the NRC which shall delegate the administrative powers to the Trust, as per the applicable laws, for proper administration of the Scheme.

12. Whether the Scheme involves new issue of shares by the company or Secondary Acquisition by the Trust or both:

• The Scheme involves Secondary Acquisitions of equity shares by the Trust.

13. The amount of loan to be provided for implementation of the Scheme by the Company to the Trust, its tenure, utilization, repayment terms, etc.:

The amount of loan to be provided for implementation of the Scheme by the Company to the Trust shall not exceed the maximum limit prescribed under applicable laws, from time to time, presently not exceeding 5% of the paid-up capital and free reserves as provided in Companies Act, 2013. The tenure of such loan shall be the point where the objects of the Trust are accomplished or the repayment of loan is made, whichever is earlier. The utilization of such loan shall be for the objects of the Trust as mentioned in the trust deed. The Trust shall repay the loan to the Company by utilising the proceeds realised from exercise of Options by the Grantees and the accruals of the Trust during the tenure of the Scheme or termination of the Scheme.

14. The Maximum percentage of Secondary Acquisition (subject to limits specified under the regulations) that can be made by the Trust for the purposes of the Scheme:

The total number of Shares under Secondary Acquisition held by the Trust in pursuance to the Scheme or any other share based Employee benefit plan implemented in the past, shall at no time, exceed 5 (Five) percent of the Paid-up Equity Capital of the Company as at the end of the financial year immediately prior to the year in which the Shareholder approval is obtained for such Secondary Acquisition in due compliance with the provisions of the SEBI (SBEB & SE) Regulations, as amended from time to time.

The secondary acquisition by the Trust in any financial year shall not exceed 2 (two) percent of the paid-up Equity capital as at the end of the respective previous financial year as prescribed under the provisions of the SEBI (SBEB & SE) Regulations, as amended from time to time.

15. Disclosure and accounting policies:

• The Company shall comply with the disclosure requirements and the accounting policies prescribed under Regulation 15 of the SEBI (SBEB & SE) Regulations or as may be prescribed by regulatory authorities from time to time.

16. The method which the Company shall use to value its Options:

The Company shall comply with the requirements of IND - AS 102 and shall use Fair value method and the fair value of Options would be calculated as per the prescribed method under the applicable regulations.

17. Statement with regard to Disclosure in the Board’s Report:

As the Company is adopting fair value method, presently there is no requirement for disclosure in the Board’s report. However, if in future, the Company opts for expensing of share-based employee benefits using the intrinsic value, then the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be

disclosed in the Board’s report and the impact of this difference on profits and on earnings per share (“EPS”) of the company shall also be disclosed in the Board’s report.

18. Period of lock-in:

The Shares allotted to the Grantees pursuant to exercise of Options may be subject to such lock-in period from the date of allotment, as decided by the Board of Directors.

19. Terms & conditions for buyback, if any, of specified securities:

The Board of Directors will determine the procedure for buy-back of Options granted under the Scheme, if decided to be undertaken at any time by the Company, and the applicable terms and conditions, in accordance with the applicable laws.

None of the Directors, Key Managerial Personnel of the Company, and any relatives of such Director, Key Managerial Personnel are in anyway concerned or interested in these resolutions except to the extent of Equity Shares held by them in the Company or the Options that may be granted under the said Scheme.

ITEM NO. 3

In order to implement Ugro Capital Employee Stock Option Scheme - 2022 through Trust Route, the Company is required to make provision of funds to the Trust so as to enable it to purchase the Equity Shares of the Company.

Accordingly, the Board of Directors of the Company at its meeting held on July 22, 2022 have approved the proposal to grant loan, provide guarantees or securities in connection with such loan on such terms and conditions as may be determined by the Nomination and Remuneration Committee, from time to time, to facilitate secondary acquisition of Equity Shares by the Trust subject to the ceiling prescribed under Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

Therefore, the Board recommends the Special Resolution set out in Item No. 3 approval by the members.

The disclosures as per Rule 16 of Companies (Share Capital and Debentures) Rules, 2014, are as under:

1.	The class of Employees for whose beneft the Scheme is being implemented and money is being provided for purchase of or subscripton to shares	(a)An Employee as designated by the Company, who is exclusively working in India or outside India; or (b)A director of the Company, whether a whole-tme director or not, including a non-executve director who is not a promoter or member of the promoter group, but excluding an independent director; or (c)An employee as defned in sub-clauses (a) or (b), of a Group Company(ies) including Subsidiary Company(ies) or its Associate Company(ies), in India or outside India, or of a Holding Company of the Company. but does not include (a)An Employee who is a promoter or a person belonging to the promoter group; or (b)A director who either himself or through his relatve or through any body corporate directly or indirectly, holds more than ten percent of the outstanding Shares of the Company. Note:In the event any of the above-referred excluded persons are permited to be granted Optons under Applicable Law - they shall also be considered an Employee for the purposes of this Scheme without any further approvals being required (other than approvals required by Applicable Law for such Grant). Subject to availability of Optons in the pool under the Scheme, the maximum number of Optons that can be granted to any eligible Employee shall be less than 1% of the issued capital of the Company at the tme of grant.
2.	The partculars of the Trustee or Employees in whose favor such Shares are to be registered	Name of the Trust: Ugro Employee Beneft Trust Name of the Trustees: 1. Mr. Suraj Malik 2. Mr. Saurabh Sharma
3.	Partculars of Trust	Name of the Trust: Ugro Employee Beneft Trust Address of the Trust:301- A, 3rd Floor, Banni Address One Golf Course Road, Sector-56 Gurgaon, Haryana - 122011
4.	Name, Address, Occupaton and Natonality of Trustees	1.Name:Mr. Suraj Malik Address: B003, Heritage One, Sector 62, Gurugram- 122001 Occupaton:Independent Professional Natonality:Indian 2.Name:Mr. Saurabh Sharma Address:91-A, South Anarkali, Gurudwara Road, Krishna Nagar, New Delhi - 110051 Occupaton:Independent Professional Natonality:Indian
5.	Relatonship of Trustees with Promoters, Directors or Key Managerial Personnel, if any	None
6.	Any interest of Key Managerial Personnel, Directors or Promoters in such Scheme or Trust and efect thereof	The Key Managerial personnel and Directors are interested in the Ugro Capital Employee Stock Opton Scheme - 2022 only to the extent to the Optons that may be granted to them, if any, under the Scheme.

7.	The detailed partculars of benefts which will accrue to the Employees from the implementaton of the Scheme	The Employees will be enttled to exercise the optons granted to them at the Exercise Price during the exercise period pursuant to Ugro Capital Employee Stock Opton Scheme - 2022.
8.	The details about who would exercise and how the votng rights in respect of the shares to be purchased or subscribed under the scheme would be exercised	The Trust would be considered as the registered Shareholder of the Company tll the date of transfer of Equity Shares to the Employees. However, the Trustees will not have any right to vote on the Equity Shares held by the Trust. Once the equity shares are transferred to the Employees upon their Exercise, then the Employees will be treated as the Shareholder(s) of the Company and shall exercise the right to vote in respect of such equity shares.

None of the Directors, Key Managerial Personnel of the Company, and any relatives of such Director, Key Managerial Personnel is in any way concerned or interested, financially or otherwise, in this resolution except to the extent of Equity Shares held by them in the Company or the Options that may be granted under the said Scheme.

Place: Mumbai

Date: July 22, 2022

Registered Office

Equinox Business Park, Tower 3, 4[th] Floor, LBS Road, Kurla (West), Mumbai - 400070

By Order of the Board of Directors

sd/Namrata sajnani Company Secretary Membership No. f10030