Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

UGRO Capital Limited

Meeting Details

Date: 22nd September 2026

Location: Conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM)

Meeting Types: Three separate meetings were convened:

  • Equity Shareholders Meeting: 10:30 AM
  • Secured Creditors Meeting: 12:15 PM (adjourned to 12:45 PM due to lack of quorum)
  • Unsecured Creditors Meeting: 2:30 PM (adjourned to 3:00 PM due to lack of quorum)

Proposed Resolutions and Implications

The single resolution proposed at all meetings sought approval for the Scheme of Amalgamation of Profectus Capital Private Limited (a wholly-owned subsidiary) with UGRO Capital Limited, effective from 1st April 2026 (Appointed Date). The scheme involves the amalgamation of PCPL with UGRO Capital and their respective shareholders and creditors, requiring approval from all stakeholder classes under NCLT supervision.

Voting Process and Methods

The company provided two voting methods:

1. Remote e-voting through NSDL from 19th September 2026 (9:00 AM) to 21st September 2026 (5:00 PM)

2. E-voting during the meeting for stakeholders who hadn't voted remotely

Ms. Akanksha Mota, Practicing Company Secretary, was appointed as Scrutinizer by the NCLT to oversee the voting process and ensure fairness and transparency.

Key Voting Outcomes

Equity Shareholders Meeting

Total Shareholders as on record date (15th September 2026): 39,656

Shareholders present through VC: 38 (1 Promoter, 37 Public)

Total votes cast: 61,410,411 (39.55% of outstanding shares)

Voting Results:

  • In Favor: 61,410,411 votes (99.998% by value)
  • Against: 10,710 votes (0.002% by value)
  • Invalid: Nil

Category-wise Breakdown:

  • Promoter & Promoter Group: 4,477,061 votes (100% in favor)
  • Public Institutions: 3,151,090 votes (100% in favor)
  • Public Non-Institutions: 53,783,331 votes (99.998% in favor, 0.002% against)
Secured Creditors Meeting

Total votes cast: ₹4,380,633,7876

Voting Results:

  • In Favor: ₹4,380,633,7876 (99.996% by value)
  • Against: ₹18,81,000 (0.004% by value)
  • Invalid: Nil

Voter Participation:

  • By e-voting: 6 creditors (8.108% of attendees) valued at ₹1,222,045,5812 (27.896%)
  • By remote e-voting: 60 creditors (81.081% of attendees) valued at ₹3,158,588,2064 (72.100%)
Unsecured Creditors Meeting

Total votes cast: ₹5,033,564,000

Voting Results:

  • In Favor: ₹5,032,764,000 (99.984% by value)
  • Against: ₹800,000 (0.016% by value)
  • Invalid: Nil

Voter Participation:

  • By e-voting: Nil
  • By remote e-voting: 12 creditors (80% of attendees) valued at ₹5,032,764,000 (99.984%)

Scrutinizer's Role and Findings

Ms. Akanksha Mota of Akanksha Mota & Co., Practicing Company Secretaries, was appointed Scrutinizer by the NCLT. Her responsibilities included:

  • Scrutinizing both remote e-voting (prior to meeting) and e-voting during the meeting
  • Reconciling voting data with records maintained by RTA and company
  • Preparing consolidated scrutinizer reports for all three meetings
  • Certifying that all resolutions were passed by requisite majorities

She confirmed that the voting process was conducted fairly and transparently, and all results were valid.

Additional Information

The notice of meeting was sent to stakeholders via email on 14th August 2026 and published as joint advertisements in Financial Express (English) and Loksatta (Marathi) on 19th August 2026. The scheme involves the amalgamation of a wholly-owned subsidiary, and 2,472,820 equity shares (1.59% of share capital) held by UGRO Employees Benefit Trust were not entitled to vote as per SEBI regulations.