DISCLAIMER

NOTE: THE ELECTRONIC VERSION OF THE PROSPECTUS (“PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, UGRO CAPITAL LIMITED (“COMPANY” or the “ISSUER”), AND FOR INFORMATION PURPOSES ONLY. THE PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE PROSPECTUS. BY ACCESSING THE PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME.

Please read this notice carefully - It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Neither we, nor our affiliates represent that the contents of the Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates.

You may not and are not authorized to (1) deliver the Prospectus to any other person or (2) reproduce such Prospectus in any manner whatsoever. Any distribution or reproduction of the Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions.

The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

These materials are not directed at or accessible by following persons:

•Foreign nationals;

•Persons resident outside India;

•Foreign Institutional Investors;

•Qualified Foreign Investors;

•Non Resident Indians; and

•Overseas Corporate Bodies.

The NCDs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the NCDs are being made in the United States.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

The Company has taken all necessary steps to ensure that the contents of the Prospectus as appearing on this web site are identical to the Prospectus filed with the BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Tipsons Consultancy Services Private Limited (the “Lead Manager”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein.

The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein.

Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or the Lead Manager or any other party to sell or buy securities in the Company.

Confirmation of understanding and acceptance of disclaimer.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:

•Foreign nationals;

•Persons resident outside India;

•Foreign Institutional Investors;

•Qualified Foreign Investors;

•Non Resident Indians; and

•Overseas Corporate Bodies.

[I AGREE]