UGRO CAPITAL LIMITED — Proxy Solicitation & Information Statement 2025

Jul 16, 2025

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Date: 16/07/2025

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 20[th] June 2025

This is with reference to the notice of postal ballot issued to the members of UGRO Capital Limited (“ Company ”) on 20[th] June 2025 (“ Postal Ballot Notice ”) and ongoing e-voting available from Saturday, 21[st] June 2025, 09:00 a.m. (IST) to Sunday, 20[th] July 2025, 5:00 p.m. (IST), we are submitting herewith the corrigendum dated 16[th] July, 2025 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, 13[th] June, 2025 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 Digitally signed by Satish Kumar Kumar Chelladurai Date: 2025.07.16 Chelladurai 18:05:46 +05'30'

Satish Kumar 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 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, 4[th] 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 JUNE 20, 2025, OF UGRO CAPITAL LIMITED ISSUED TO THE SHAREHOLDERS

Dear Members,

The Company had issued a Postal Ballot Notice dated June 20, 2025 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 on June 20, 2025 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. Contents of the Postal Ballot Notice Contents of the Postal Ballot Notice
No.
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Sr. No. Contents of the Postal Ballot Notice Contents of the Postal Ballot Notice	Sr. No. Contents of the Postal Ballot Notice Contents of the Postal Ballot Notice	Sr. No. Contents of the Postal Ballot Notice Contents of the Postal Ballot Notice
1.	In Explanatory Statement no. 2 Point no. 1 Objects of the Preferential Issue: The Company shall utilize the proceeds of the preferential issue towards proposed acquisition of the Profectus Capital Private Limited. Since the proposed acquisition is subject to shareholders’ / regulatory approvals and in the event the acquisition transaction doesn’t consummate, the Company shall utilize at least 75% of the proceeds of the preferential issue towards augmenting the capital base of our Company and resources for meeting funding requirements for our Company’s business activities including onward lending and 25% of the proceeds of the preferential issue towards general corporate purposes, within one year from the receipt of the funds. With respect to latter option, while the amounts proposed to be utilised against each of the objects have been specified herein, there may be a deviation of 10% depending upon future circumstances, in terms of National Stock Exchange of India Limited notice No. NSE/ CML/2022/56 and BSE Limited notice No. 2022121347 each dated December 13, 2022, as the objects are based on management estimates and other commercial and technical factors. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to theproposed schedule	In Explanatory Statement no. 2 Point no. 1 Objects of the Preferential Issue: The Company shall utilize the proceeds of the preferential issue towards the proposed acquisition of Profectus Capital Private Limited, within one year from the receipt of the funds. The funds will be kept as Deposits/Investments with banks or in debt mutual funds schemes or in accordance with the policies formulated by the Board from time to time, under applicable laws including SEBI ICDR Regulations, till the issue proceeds are fully utilized. The Board of Directors has appointed India Ratings and Research Private Limited, Credit Rating Agency registered with Securities and Exchange Board of India, as the Monitoring Agency to monitor the utilisation of proceeds of the preferential issue in compliance with the SEBI LODR Regulations.

	for utilisation of the net proceeds at the discretion of the Board, subject to compliance with applicable laws. The funds will be kept as Deposits/Investments with banks or in debt mutual funds schemes or in accordance with the policies formulated by the Board from time to time, under applicable laws including SEBI ICDR Regulations, till the issue proceeds are fully utilized. The Board of Directors has appointed India Ratings and Research Private Limited, Credit Rating Agency registered with Securities and Exchange Board of India, as the Monitoring Agency to monitor the utilisation of proceeds of the preferential issue in compliance with the SEBI LODR Regulations.
2.	In Explanatory Statement no. 2 Point No. 7 The percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue: This section highlights the post preferential issue capital of the Company as per the table mentioned in the notice of postal ballot.	In Explanatory Statement no. 2 Point No. 7 The percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue: Due to an error in calculation of post preferential issue capital, the table of post preferential issue capital mentioned under the said section is hereby replaced by the table mentioned herewith in “Annexure B”.
3.	In Explanatory Statement no. 2 Point no. 13 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: The equity shares of Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited(“NSE”)for aperiod of more than	In Explanatory Statement no. 2 Point no. 13 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: The equity shares of Company are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited(“NSE”)for aperiod of more than

90 (ninety) trading days as on the relevant date i.e., Friday, June 20, 2025 and are frequently traded in accordance with the SEBI ICDR Regulations. 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:

• 90 (ninety) trading days as on the relevant date i.e., Friday, June 20, 2025 and are frequently traded in accordance with the SEBI ICDR Regulations.

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 (a) the 90 (Ninety) trading days’ volume weighted average price of the equity shares weighted average price of the equity shares of the Company quoted on recognised stock of the Company quoted on recognised stock exchange, preceding the Relevant Date, exchange, preceding the Relevant Date, i.e., i.e., ₹174,65 per equity share; or ₹174.65 per equity share; or

• (b) the 10 (Ten) trading days’ volume weighted (b) the 10 (Ten) trading days’ volume weighted average price of the equity shares of the average price of the equity shares of the Company quoted on recognized stock Company quoted on recognized stock exchange, preceding the Relevant Date, exchange, preceding the Relevant Date, i.e., i.e., ₹175.63 per equity share. ₹175.63 per equity share.

Annexure B

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Investor Number Pre issue- Pre issue Post issue Post issue Post issue Post
Name of CCDs sharehold sharehold shareholding on shareholdin shareholding issue
proposed ing (No. ing (%) non-diluted g % on non- on fully- shareho
Sr. to be of basis (No. of diluted diluted basis lding %
No. allotted shares)# shares) basis (No. of on
shares) fully-
diluted
basis
1 ACM
GLOBAL
FUND VCC 9,081,080 - - 90,81,080 6.38 1,70,35,625 8.96
2 NEELAMME
GHA
INVESTMEN
TS &
TRADING
COMPANY
PVT LTD. 756,756 - - 7,56,756 0.53 15,14,331 0.80
3 HARSH JAIN
1,135,134 - - 11,35,134 0.80 22,71,497 1.19
4 CHARTERED
FINANCE
AND
LEASING
LTD 3,567,567 4,50,000 0.48 40,17,567 2.82 65,17,567 3.43
5 ARJUN
JUNEJA 270,268 - - 2,70,268 0.19 6,49,054 0.34
6 PUJA JUNEJA
270,268 - - 2,70,268 0.19 6,49,054 0.34
7 MEHAR
JUNEJA 135,133 - - 1,35,133 0.09 3,24,525 0.17
8 SHEETAL
ARORA 270,268 - - 2,70,268 0.19 6,49,054 0.34
9 AMIT
SURESH
SETHI 54,052 1,600 0.00 55,652 0.04 1,31,408 0.07
10 PANKAJ
FITKARIWAL
A 27,026 - - 27,026 0.02 64,904 0.03
11 NIKUNJ
KEDIA 27,026 - - 27,026 0.02 64,904 0.03
12 SANDEEP
JETHWANI 27,026 - - 27,026 0.02 64,904 0.03
13 PRUDENT
INVESTMEN
T
MANAGERS
LLP 27,026 - - 27,026 0.02 64,904 0.03
14 REKHA
VINAYAK
NAIK 270,268 - - 2,70,268 0.19 6,49,054 0.34
15 RISHABH
AJMERA 54,052 - - 54,052 0.04 1,29,808 0.07
16 SUBODH
GUPTA 270,268 - - 2,70,268 0.19 6,49,054 0.34
17 TARANBIR
SINGH 54,052 - - 54,052 0.04 1,29,808 0.07
18 THE
AZAVEDO 54,052 - - 54,052 0.04 1,29,808 0.07
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FAMILY
TRUST
19 THOMAS L
AZAVEDO 27,026 - - 27,026 0.02 64,904 0.03
20 VAIBHAV
DUNGARSIN
GH PORWAL 27,026 - - 27,026 0.02 64,904 0.03
21 RADIX
MULTIVENT
URES LLP 135,133 - - 1,35,133 0.09 3,24,525 0.17
22 JITEN
SURTANI 54,052 - - 54,052 0.04 1,29,808 0.07
23 DEBASHISH
HOTA 54,052 - - 54,052 0.04 1,29,808 0.07
24 KIRANBEN
KISHORCHA
NDRA
KOTHARI 270,268 - - 2,70,268 0.19 6,49,054 0.34
25 LUVISH
SATIJA 270,268 - - 2,70,268 0.19 6,49,054 0.34
26 MBE
ENTERPRISE
LLP 135,133 4,600 0.00 1,39,733 0.10 3,29,125 0.17
27 JYORA
FAMILY
TRUST 135,133 - - 1,35,133 0.09 3,24,525 0.17
28 RAJ FAMILY
TRUST 135,133 - - 1,35,133 0.09 3,24,525 0.17
29 SANGEET
MEHROTRA
AND
RUCHIRA
MEHROTRA 135,133 25,000 0.03 1,60,133 0.11 3,49,525 0.18
30 SANJANA
CRYOGENIC
STORAGES
LIMITED 135,133 - - 1,35,133 0.09 3,24,525 0.17
31 MAHESHWA
RI
INVESTORS
PVT LTD 81,080 - - 81,080 0.06 1,94,716 0.10
32 MEHRATEX
INDIA
PRIVATE
LIMITED 108,107 - - 1,08,107 0.08 2,59,621 0.14
33 HIND
ALUMINIUM
INDUSTRIES
LIMITED 86,486 - - 86,486 0.06 2,07,698 0.11
34 AAKANSHA
UNICHEM
LIMITED
LIABILITY
PARTNERSHI
P 81,080 - - 81,080 0.06 1,94,716 0.10
35 DEMETER
ADVISORS
LLP 81,080 - - 81,080 0.06 1,94,716 0.10
36 SHIRISH
SANKHE 81,080 - - 81,080 0.06 1,94,716 0.10
37 MILKY
INVESTMEN 67,566 - - 67,566 0.05 1,62,262 0.09
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T &
TRADING
COMPANY
38 ANAND
CHAND
BURMAN 67,566 - - 67,566 0.05 1,62,262 0.09
39 ARADHITA
AGARWAL
KEDIA 67,566 - - 67,566 0.05 1,62,262 0.09
40 PLANET
DEWSOFT
PVT LTD 54,052 - - 54,052 0.04 1,29,808 0.07
41 CADELL
WEAVING
MILL CO
PRIVATE
LIMITED 54,052 - - 54,052 0.04 1,29,808 0.07
42 PICO
CAPITAL
PRIVATE
LIMITED 54,052 - - 54,052 0.04 1,29,808 0.07
43 POWERTEC
INFRASTRU
CTURE
HOLDINGS
PVT. LTD. 54,052 - - 54,052 0.04 1,29,808 0.07
44 TARUN
MURARKA 54,052 - - 54,052 0.04 1,29,808 0.07
45 VARUN
JALAN 54,052 - - 54,052 0.04 1,29,808 0.07
46 ALEXCY
MARKETING
PRIVATE
LIMITED 54,052 - - 54,052 0.04 1,29,808 0.07
47 HITESHA
AMAR
BHALODIA 40,540 - - 40,540 0.03 97,358 0.05
48 AMICI
ESTATE LLP 27,026 - - 27,026 0.02 64,904 0.03
49 I TEC
REALITY
SERVICES 27,026 - - 27,026 0.02 64,904 0.03
50 MALLIGESW
ARI 27,026 - - 27,026 0.02 64,904 0.03
51 XLR
ENTERPRISE
S PRIVATE
LIMITED 27,026 - - 27,026 0.02 64,904 0.03
52 BSN
QUANTITATI
VE
RESEARCH
PRIVATE
LIMITED 27,026 - - 27,026 0.02 64,904 0.03
53 POOJA RANI
27,026 - - 27,026 0.02 64,904 0.03
54 PRABIR
KUMAR
GHOUSHAL 27,026 - - 27,026 0.02 64,904 0.03
55 SUCHITRA
CHANDRA 27,026 - - 27,026 0.02 64,904 0.03
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56 DALIP DAGA
AND USHA
DAGA 27,026 - - 27,026 0.02 64,904 0.03
57 ALTIUS
INVESTECH
PRIVATE
LIMITED 27,026 - - 27,026 0.02 64,904 0.03
58 RAMAVTAR
BADAYA 27,026 - - 27,026 0.02 64,904 0.03
59 VIJAYANAN
D A 27,026 - - 27,026 0.02 64,904 0.03
60 VIKAS
KHATTAR 27,026 - - 27,026 0.02 64,904 0.03
61 YERABHAG
HA MEERA
REDDY 27,026 - - 27,026 0.02 64,904 0.03
62 HIMALAYA
INFRAVENT
URE
PRIVATE
LIMITED 13,512 - - 13,512 0.01 32,450 0.02
63 VIVEK JAIN
H U F 13,512 - - 13,512 0.01 32,450 0.02
64 VIJAY
BANSAL 13,512 - - 13,512 0.01 32,450 0.02
65 AARTI
RAHUL
CHHABRIA 5,404 - - 5,404 0.00 12,978 0.01
66 NEIL
MAHENDRA
MUNOT 5,404 - - 5,404 0.00 12,978 0.01
67 GOLD
MINERAL
RESOURCES
DEVELOPME
NT PVT LTD 216,216 4,500 0.00 2,20,716 0.15 5,23,746 0.28
68 PRASHANT
H MEHTA 10,809 - - 10,809 0.01 25,959 0.01
69 MANU
JAIRAMDAS
MANSHARA
MANI 54,052 - - 54,052 0.04 1,29,808 0.07
70 MADHU
VADERA
JAYAKUMA
R 27,027 - - 27,027 0.02 64,905 0.03
71 MAPLE LEAF
TRADING
AND
SERVICES
LTD. 142,702 - - 1,42,702 0.10 3,42,702 0.18
72 MIURA
INFRASTRU
CTURE PVT
LTD 35,675 - - 35,675 0.03 85,675 0.05
73 HEMANT
BHARGAVA 13,512 - - 13,512 0.01 22,981 0.01
74 AMIT
MANDE 21,620 - - 21,620 0.02 36,771 0.02
75 ANUJ
PANDEY 21,620 1,06,186 0.11 1,27,806 0.09 1,42,957 0.08
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76 SATHIAYAN
J 10,809 89,205 0.10 1,00,014 0.07 1,07,589 0.06
77 KISHORE
KUMAR
LODHA 21,620 30,000 0.03 51,620 0.04 66,771 0.04
78 SHARAD
AGARWAL 43,243 1,500 0.00 44,743 0.03 75,046 0.04
79 AJIT KUMAR
10,809 10,500 0.01 21,309 0.01 28,884 0.02
80 MONIKA
KAPOOR 10,809 - - 10,809 0.01 18,384 0.01
81 PARAMASIV
AM T P 10,809 - - 10,809 0.01 28,884 0.02
82 NEERAJ
DESHPANDE 10,809 - - 10,809 0.01 18,384 0.01
83 VINAY
AGRAWAL 10,809 - - 10,810 0.01 18,384 0.01
84 GUNJAN
KUMAR 10,809 1 0.00 10,810 0.01 18,385 0.01
85 KALPA
RATHOD 10,809 - - 10,809 0.01 18,384 0.01
86 NISHA
ASHISH
SHIRKE 10,809 - - 10,809 0.01 18,384 0.01
87 APURVA
JHAA 10,809 - - 10,809 0.01 18,384 0.01
88 PEEYUSH
MITTAL 10,809 - - 10,809 0.01 18,384 0.01
89 ASHI JAIN
10,809 - - 10,809 0.01 18,384 0.01
90 RAFIQ
MOTANI 10,809 3,100 0.00 13,909 0.01 21,484 0.01
91 PRIYANKA
MENEZES 10,809 - - 10,809 0.01 18,384 0.01
92 SWARAN
DEEP SINGH 10,809 - - 10,809 0.01 18,384 0.01
93 REEMA
SHAH -
10,809 - 10,809 0.01 18,384 0.01
94 HITIN
KUMAR 80
10,809 0.00 10,889 0.01 18,464 0.01
95 SIDDHARTH
RANJAN 10,809 - - 10,809 0.01 18,384 0.01
96 RITU
PRAKASH
SINGH 10,809 - - 10,809 0.01 18,384 0.01
97 SAMENA
GREEN LTD 27,027,02
7 - - 2,70,27,027 18.97 3,64,96,723 19.20
98 SEA
GLIMPSE
INVESTMEN
TS PVT LTD 540,539 - - 5,40,539 0.38 12,98,113 0.68
99 PRAMOD
JAIN 1,427,027 24,956 0.03 14,51,983 1.02 24,51,983 1.29
100 RAJNI
KHURANA 21,620 - - 21,620 0.02 36,771 0.02
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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 June 20, 2025. 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 Dated : July 16, 2025

By order of the Board of Directors

Sd/Satish Kumar Company Secretary & Compliance Officer Membership No: A5889

Registered Office

Equinox Business Park, Tower 3, 4th Floor, Off BKC, LBS Road, – Kurla (West), Mumbai 400070 CIN: L67120MH1993PLC070739 Tel: 91 22 41821600 E-mail: cs@ugrocapital.com Website: www.ugrocapital.com