UGRO CAPITAL LIMITED — Proxy Solicitation & Information Statement 2024

May 22, 2024

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Date: 22[nd] May 2024

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, Plot No. C/1, Dalal Street, G Block, Bandra - Kurla Complex, Fort, Mumbai- 400001 Bandra (E), Mumbai - 400 051 Scrip code: 511742 NSE Symbol: UGROCAP

Dear Sir/ Madam,

Subject : Corrigendum to the Notice of Postal Ballot dated 2[nd] May 2024

This is with reference to the notice of postal ballot issued to the members of UGRO Capital Limited (“ Company ”) on 2[nd] May 2024 (“ Postal Ballot Notice ”) and ongoing e-voting available from Friday, 3[rd] May 2024, 09:00 a.m. (IST) to Saturday, 1[st] June 2024, 5:00 p.m. (IST), we are submitting herewith the corrigendum dated 22[nd] May, 2024 to the Postal Ballot Notice of the Company (“ Corrigendum ”).

In accordance with the applicable laws, the Corrigendum is being sent electronically to all the members of the Company as on the Cut-off date i.e. Friday, 26[th] April 2024 whose name appears in the Register of Members/ List of Beneficial Owners and whose e-mail addresses are registered with the Company/ Depositories.

Copy of the said Corrigendum to the Postal Ballot Notice is also uploaded on the website of the Company i.e., www.ugrocapital.com

This Corrigendum is also being published in Business Standard (Mumbai) in English and Navshakti (Mumbai) in Marathi, the same newspapers in which the completion of dispatch of Notice of Postal Ballot was published.

You are requested to take the same on your record.

Thanking You

Yours Faithfully,

For UGRO Capital limited

Satish Kumar Digitally signed by Satish Kumar Chelladurai Chelladurai Date: 2024.05.22 18:15:13 +05'30'

Satish Kumar Company Secretary and Compliance Officer Encl: a/a

UGRO CAPITAL LIMITED

Registered Office Address : Equinox Business Park, Tower 3, 4th Floor, LBS Road, Kurla (West), Mumbai – 400070. CIN : L67120MH1993PLC070739

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Telephone : +91 22 41821600 I E-mail : info@ugrocapital.com I Website : www.ugrocapital.com

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UGRO CAPITAL LIMITED CIN: L67120MH1993PLC070739

Registered Office: Equinox Business Park, Tower 3, 4th Floor, LBS Road, Kurla (West), Mumbai - 400070 E-mail: cs@ugrocapital.com, Website: www.ugrocapital.com Telephone: +91 22 41821600

CORRIGENDUM TO THE NOTICE OF THE POSTAL BALLOT DATED MAY 2, 2024 OF UGRO CAPITAL LIMITED ISSUED TO THE SHAREHOLDERS

Dear Members,

The Company had issued a Postal Ballot Notice dated May 2, 2024 together with Explanatory Statement in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder (“ the Act ”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”) thereto, for seeking approval of members of the Company by way of special resolutions through postal ballot process. The Postal Ballot Notice has already been circulated to all the Shareholders of the Company in due compliance with the provisions the Act and Listing Regulations.

The Company through this corrigendum (“ Corrigendum ”) wishes to bring to the notice of the Shareholders, certain changes, detailed in Annexure A below, in the said Postal Ballot Notice in terms of the Listing Regulations and suggestions/comments received from Stock Exchanges.

On and from the date hereof, the Postal Ballot Notice shall always be read in conjunction with this Corrigendum which is also being uploaded on the website of the Company at www.ugrocapital.com, on the website of National Securities Depository Limited at www.evoting.nsdl.com and Stock Exchanges i.e., www.bseindia.com and www.nseindia.com

All other contents/information mentioned in the Postal Ballot Notice shall remain unchanged.

Annexure A

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Sr No. Content of the Postal Ballot notice Content of the Postal Ballot notice
1 SPECIAL BUSINESS SPECIAL BUSINESS
ITEM NO. 2: ITEM NO. 2:
TO CONSIDER AND APPROVE ISSUANCE OF TO CONSIDER AND APPROVE ISSUANCE OF
CONVERTIBLE WARRANTS ON CONVERTIBLE WARRANTS ON
PREFERENTIAL BASIS TO THE IDENTIFIED PREFERENTIAL BASIS TO THE IDENTIFIED
INVESTORS INVESTORS
To consider and if thought fit, to assent or dissent the To consider and if thought fit, to assent or dissent the
following resolution as a Special Resolution: following resolution as a Special Resolution:
“ ……….for raising an amount aggregating upto ₹ “ ………….for raising an amount aggregating upto ₹
1,058 crores (Rupees One Thousand Fifty Eight 1,058 crores (Rupees One Thousand Fifty Eight Crores
Crores only), rounded off, to the non-promoter only), rounded off, to the non-promoter allottees and
allottees as mentioned in the explanatory statement person acting in concert to the Promoter, as mentioned
(hereinafter referred to as the “Proposed Warrant in the explanatory statement (hereinafter referred to as
Allottees”), by way of a preferential allotment, and in the “Proposed Warrant Allottees”), by way of a
such manner and on such other terms and conditions, preferential allotment, and in such manner and on such
as the Board may, in its absolute discretion, think fit. other terms and conditions, as the Board may, in its
absolute discretion, think fit.
2 In Explanatory Statement Item No. 1 & 2 In Explanatory Statement Item No. 1 & 2
Point no.- 7 Point no.- 7
Details (including class/category) of the Proposed Details (including class/category) of the Proposed
Allottee and identity of the natural persons who are Allottee and identity of the natural persons who are
the ultimate beneficial owners of the shares the ultimate beneficial owners of the shares proposed
proposed to be allotted and/or who ultimately to be allotted and/or who ultimately control the
control the Proposed Allottee: Proposed Allottee:
Sr. Investor Name Name of the Sr. Investor Name Name of the
No. Natural No. Natural persons
persons who who are the
are the ultimate
ultimate beneficial
beneficial owners
owners 1 ACM Global Fund Ankit Sagwal
1 ACM Global Fund VCC - VCC Brian Burkholder
12 Topgain Finance Pvt Ltd - Jovi Gan
52 Hind Aluminium - 12 Topgain Finance Pvt Paras Shah
Industries Limited Ltd Mita Shah
78 Shubhalakshmi Polyesters - Tejas Ved
Limited
52 Hind Aluminium Lalit Kumar Daga
79 Amici Estate Llp -
Industries Limited
81 Bynasons - 78 Shubhalakshmi Ajay Babulal
Polyesters Limited Agarwal,
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					Vikas Ramuraman Agarwal, Gaurishankar Agarwal, Manoj Ramuraman Agarwal, Ramu Raman Agarwal, Ram Gupta, Vidhi Sultania
			79	Amici Estate Llp	Sandeep Sethi SanjayArora
			81	Bynasons	Byna Murali Narasimha Raju Byna
3	In Explanatory Statement Item No. 1 & 2 Point no.-12 Basis or justification of the price (including premium, if any) at which the offer or invitation is being made alongwith report of the registered valuer & pricing of the preferential issue: In terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the equity shares shall be allotted shall not be less than higher of the following: (a) the 90 (Ninety) trading days’ volume weighted average price of the equity shares of the Company quoted on recognised stock exchange, preceding the Relevant Date, i.e., ₹ 263.72/- per equity share; or (b) the 10 (Ten) trading days’ volume weighted average price of the equity shares of the Company quoted on recognized stock exchange, preceding the Relevant Date, i.e., ₹ 256.95/- per equity share. Further, the Articles of Association of the Company does not contain any restrictive provision for preferential allotment and does not contain any article which provides for particular method for determination of price in case of preferential issue.		In Explanatory Statement Item No. 1 & 2 Point no.-12 Basis or justification of the price (including premium, if any) at which the offer or invitation is being made alongwith report of the registered valuer & pricing of the preferential issue: In terms of the applicable provisions of the SEBI ICDR Regulations, the price at which the equity shares shall be allotted shall not be less than higher of the following: (a) the 90 (Ninety) trading days’ volume weighted average price of the equity shares of the Company quoted on recognised stock exchange, preceding the Relevant Date, i.e., ₹ 263.64/- per equity share; or (b) the 10 (Ten) trading days’ volume weighted average price of the equity shares of the Company quoted on recognized stock exchange, preceding the Relevant Date, i.e., ₹ 258.52/- per equity share. Further, the Articles of Association of the Company does not contain any restrictive provision for preferential allotment and does not contain any article which provides for particular method for determination of price in case of preferential issue.

	Further, since the proposed allotment is more than 5% of the post issue fully diluted equity share capital of the Company to the Proposed Allottees, as per the proviso to Regulation 166A(1) of the ICDR Regulations, the pricing of the Securities to be allotted shall be higher of the following: 1. Price determined as per the provisions of the Regulation 164(1) of the ICDR Regulations (in case of frequently traded shares) which is ₹ 263.72/- per equity share; OR 2. Price determined as per provisions of the Regulation 166A(1) of the ICDR Regulations which is ₹ 256.95/- per equity share. Accordingly, the floor price in terms of the SEBI ICDR Regulations is ₹ 263.72/- per equity share. The issue price is ₹ 264/- per equity share which is not lower than the floor price determined in compliance with applicable provisions of the ICDR Regulations.	Further, since the proposed allotment is more than 5% of the post issue fully diluted equity share capital of the Company to the Proposed Allottees, as per the proviso to Regulation 166A(1) of the ICDR Regulations, the pricing of the Securities to be allotted shall be higher of the following: 1. Price determined as per the provisions of the Regulation 164(1) of the ICDR Regulations (in case of frequently traded shares) which is ₹ 263.64/- per equity share; OR 2. Price determined as per provisions of the Regulation 166A(1) of the ICDR Regulations which is ₹ 263.64/- per equity share. Accordingly, the floor price in terms of the SEBI ICDR Regulations is ₹ 263.64/- per equity share. The issue price is ₹ 264/- per equity share which is not lower than the floor price determined in compliance with applicable provisions of the ICDR Regulations.
4	In Explanatory Statement Item No. 1 & 2 Point no.-19 Holding of shares in demat form, non-disposal of shares by the proposed allottee(s) and lock-in period of shares: The CCDs and Warrants to be allotted to the Proposed Allottees shall not be listed on BSE and NSE, therefore, the CCDs and Warrants will be locked-in for a period of one year from the date of allotment. Further, the equity shares allotted pursuant to conversion of CCDs and the Warrants will be locked- in for a period of six months from the date of trading approval. However, for CCDs, such period of six months will be reduced to the extent the CCDs already been locked-in. However, the Company will, on a best-effort basis and if permitted under applicable law, get the CCDs and Warrants listed on stock exchanges subject to consents, exemptions and approvals required by the Company under applicable laws. In case the CCDs and Warrants are listed, the lock-in shall be in compliance with SEBI ICDR Regulations. The Proposed Allottees for CCDs and Warrants have confirmed that they have proposed lock-in for any	In Explanatory Statement Item No. 1 & 2 Point no.-19 Holding of shares in demat form, non-disposal of shares by the proposed allottee(s) and lock-in period of shares: The CCDs and Warrants to be allotted to the Proposed Allottees shall not be listed on BSE and NSE, therefore, the CCDs and Warrants will be locked-in for a period of one year from the date of allotment. Further, the equity shares allotted pursuant to conversion of CCDs and the Warrants will be locked-in for a period of six months from the date of trading approval. However, for CCDs, such period of six months will be reduced to the extent the CCDs already been locked-in. The Proposed Allottees for CCDs and Warrants have confirmed that they have proposed lock-in for any equity shares in the Company as on the Relevant Date and further, have not sold any equity shares of the Company during the 90 trading days period prior to the Relevant Date. Further, the Proposed Allottees has also undertaken that they will not deal in the equity shares of the Company till the allotment of CCDs and Warrants is completed.

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equity shares in the Company as on the Relevant Date
and further, have not sold any equity shares of the
Company during the 90 trading days period prior to
the Relevant Date. Further, the Proposed Allottees has
also undertaken that they will not deal in the equity
shares of the Company till the allotment of CCDs and
Warrants is completed.
5 In Explanatory Statement Item No. 4 In Explanatory Statement Item No. 4
Point no.-12 Point no.-12
Basis on which the price has been arrived at and Basis on which the price has been arrived at and
justification for the allotment proposed to be made for justification for the allotment proposed to be made for
consideration other than cash The floor price has been consideration other than cash The floor price has been
determined as per the pricing formula prescribed determined as per the pricing formula prescribed under
under the SEBI ICDR Regulations which shall not be the SEBI ICDR Regulations which shall not be less than
less than higher of the following: higher of the following:
(i) 90 trading days' volume weighted average (i) 90 trading days' volume weighted average price
price (''VWAP") of the Equity Shares quoted (''VWAP") of the Equity Shares quoted on the
on the recognised stock exchange preceding recognised stock exchange preceding the
the Relevant Date i.e. INR 263.72 (Indian Relevant Date i.e. INR 263.64 (Indian Rupees
Rupees Two Hundred Sixty Three and Two Hundred Sixty Three and Sixty Four
Seventy Two Only) per Equity Share. Only) per Equity Share.
(ii) 10 trading days' VWAP of the Equity Shares (ii) 10 trading days' VWAP of the Equity Shares
quoted on the recognised stock exchange quoted on the recognised stock exchange
preceding the Relevant Date: i.e. INR 256.95 preceding the Relevant Date: i.e. INR 258.52
(Indian Rupees Two Hundred Fifty Six and (Indian Rupees Two Hundred Fifty Eight and
Ninety Five paise Only) per Equity Share. Fifty Two paise Only) per Equity Share.
recognised stock exchange pursuant to SEBI ICDR
Regulations is BSE.
Accordingly, the price per Equity Share to be issued is Accordingly, the price per Equity Share to be issued is
fixed at INR 264/- (Indian Rupees Two Hundred and fixed at INR 264/- (Indian Rupees Two Hundred and
Sixty Four Only) which is the price computed as per
Sixty Four Only) which is the price computed as per the
the pricing formula prescribed under the SEBI ICDR
pricing formula prescribed under the SEBI ICDR
Regulations. The valuation of the equity shares has
Regulations. The valuation of the equity shares has been
been performed by Saket Kumar Jain, (Reg No.:
IBBI/RV/02/2020/13002), a Registered Valuer The performed by Saket Kumar Jain, (Reg No.:
valuation report of the DTPL dated May 01, 2024 has IBBI/RV/02/2020/13002), a Registered Valuer. The
been obtained from Sundae Capital Advisors Private valuation report of the DTPL dated May 01, 2024 has
Limited, independently appointed by the Company. been obtained from Sundae Capital Advisors Private
Limited, independently appointed by the Company. The
Valuation Reports have been uploaded on the website of
the Company viz. www.ugrocapital.com
link: h�ps://www.ugrocapital.com/investor-rela�ons/disclosures
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6	-	In Explanatory Statement Item No. 4 20. The status of the allottee(s) pre & post the preferential issues: The Proposed Allottee(s) are non-promoters and there will be no change in their status post the preferential issue.

This Corrigendum to the Notice of the Postal Ballot shall form an integral part of the Notice of Postal Ballot which has already been circulated to shareholders of Company on May 2, 2024 and May 3, 2024. The Notice of Postal Ballot shall always be read in conjunction with this Corrigendum. This corrigendum is also being published in the Business Standard (Mumbai) in English and Navshakti (Mumbai) in Marathi and will also be made available on website of both the stock exchanges i.e., BSE and NSE i.e. www.bseindia.com and www.nseindia.com and on the website of the Company on www.ugrocapital.com and website of NSDL on www.evoting.nsdl.com. All other contents of the Notice of Postal Ballot, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.

Note :

Shareholders who have already voted before the issue of this corrigendum, may ask their queries, if any and change their vote decision by sending an email to the Scrutinizer at email id: pankajnigamcs@gmail.com within 48 hours from the dispatch of this corrigendum.

Place: Mumbai By order of the Board Dated: May 22, 2024 Sd/- Registered Office Satish Kumar Equinox Business Park, Tower 3, Company Secretary and Compliance Officer 4th Floor, Off BKC, LBS Road, Membership No. A58892 Kurla (West), Mumbai – 400070 CIN: L67120MH1993PLC070739 Tel: 91 22 41821600 E-mail: cs@ugrocapital.com Website: www.ugrocapital.com