Publication of Circular and Notice of EGM

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

20 February 2026

India Capital Growth Fund Limited

("ICGF" or the "Company")

LEI: 213800TPOS9AM7INH846

Publication of Circular

and

Notice of Extraordinary General Meeting

India Capital Growth Fund Limited has today published a circular (the "Circular") proposing a five-yearly conditional performance-related tender offer to replace the current Redemption Facility and a new dividend policy (the "Proposals"). The Circular also contains a notice of Extraordinary General Meeting ("EGM") which is to be held at 10:00 a.m. on 25 March 2026 at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL.

Summary of the Proposals

A summary of the Proposals is as follows:

· the introduction of a new five-yearly conditional performance-related tender offer for up to 25% of the Company's issued share capital (the "Performance Related Tender"), which shall replace the existing biennial redemption facility;

· the introduction of a new dividend policy which shall seek to pay to Shareholders an annual dividend ("Annual Dividend"), expected to initially equate to approximately 2% of the Company's prevailing net asset value ("NAV") with the intention of increasing over time if circumstances permit, to be paid semi-annually (the "Annual Dividend Policy");

· the introduction of a dividend re-investment scheme plan ("DRIP") which will allow Shareholders to elect to have their dividends automatically re-invested in shares in the Company through the secondary market; and

· the adoption of MSCI India SMID (the "Benchmark") as the appropriate benchmark for the Company from 1 January 2026.

The Company will continue with its existing share buyback policy through which it actively makes market purchases of its own Shares where the Board considers it appropriate to do so.

Benefits of the Proposals

The Directors believe that the Proposals will optimise returns for Shareholders, broaden the Company's appeal and meet the interests of Shareholders as a whole, through:

· the Investment Manager being able to invest the Portfolio without being constrained by the need to maintain sufficient liquidity to provide for the next biennial redemption facility in 2027 and so to take full advantage of the good prospects for the Indian market;

· increasing the attraction of the Company to a wider pool of investors, including those seeking a regular income;

· the continuing prudent use of the Company's discount control policy, seeking to manage any discount at which the Shares may trade compared to NAV per Share; and on occasions when the Shares are trading at a premium to NAV per Share, to issue Shares at a premium to NAV per Share after costs; and

· enabling Shareholders to realise a proportion of their investment for cash at close to NAV should the Company underperform the Benchmark over a five-year period.

Together, the Performance Related Tender and the Annual Dividend reinforce the Board's commitment to delivering Shareholder value.

Elisabeth Scott, Chair, commented "The Board regularly reviews the Company's strategy and shareholder proposition. We believe the introduction of a five‑year performance‑related tender offer, alongside an annual dividend policy, represents a balanced and forward‑looking enhancement to the Company's structure.

"These proposals are designed to align more closely with the long‑term nature of our investment strategy, provide Shareholders with greater clarity and optionality, and broaden the Company's appeal without compromising our ability to capture the significant structural growth opportunities available in Indian Small and Mid-Cap equities."

Gaurav Narain, Investment Adviser, commented "The proposed changes allow the portfolio to be managed with greater conviction and flexibility over a longer investment horizon. Indian Small and Mid‑Cap equities often require time for fundamentals to compound and value to be realised, and a five‑year assessment period is better aligned with this reality.

"Importantly, these enhancements remove unnecessary liquidity constraints while preserving strong governance and accountability, enabling us to focus fully on identifying high‑quality businesses capable of delivering attractive long‑term returns for Shareholders."

A copy of the Circular will shortly be made available on the Company's website at www.indiacapitalgrowth.com and submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the proxy voting form will also be made available on the Company's website as detailed above.

Capitalised terms used and not otherwise defined herein shall have the same meaning as in the Circular.

This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No 596/2014 as implemented in the UK. The person responsible for arranging for the release of this announcement on behalf of the Company is Apex Fund and Corporate Services (Guernsey) Limited.

ENQUIRIES

About India Capital Growth Fund

India Capital Growth Fund Limited the London Stock Exchange's Main market listed investment company registered and incorporated in Guernsey, was established to take advantage of long-term investment opportunities in companies based in India. ICGF predominantly invests in listed small- and mid-cap companies, although investments may also be made in large cap and private Indian companies where the Fund Manager believes long-term capital appreciation will be achieved. www.indiacapitalgrowth.com

Additional Information

Part 1 - Letter from the Chair

1 INTRODUCTION

The Company's board of directors (the "Board") regularly reviews the Company's strategy, performance and features, including its notional benchmark and its offering to Shareholders. In so doing the Board has regard to trends in the UK investment trust market, developments in the Indian market in which the Company invests and the evolving make-up of its shareholder base.

As part of its review, the Board is now proposing a package of enhancements designed to strengthen the Company's long‑term positioning and deliver improved outcomes for Shareholders. These proposals reflect the Board's proactive approach to ensuring the Company continues to evolve in line with market best practice and Shareholder needs.

As a result of this, the Board is now recommending that certain strategic changes be adopted which the Board believes are better suited to the Company and in the interests of Shareholders, as follows:

· the introduction of a new five yearly conditional performance-related tender offer for up to 25% of the Company's issued share capital (the "Performance Related Tender"), which shall replace the existing biennial redemption facility;

· the introduction of a new dividend policy which shall seek to pay to Shareholders an annual dividend ("Annual Dividend"), expected to initially equate to approximately 2% of the Company's prevailing net asset value ("NAV") with the intention of increasing over time if circumstances permit, to be paid semi-annually (the "Annual Dividend Policy");

· the introduction of a dividend re-investment scheme plan ("DRIP") which will allow Shareholders to elect to have their dividends automatically re-invested in shares in the Company through the secondary market; and

· the adoption of MSCI India SMID (the "Benchmark") as the appropriate benchmark for the Company from 1st January 2026.

The Company will continue with its existing share buyback policy through which it actively makes market purchases of its own Shares where the Board considers it appropriate to do so.

The Directors believe that the Proposals will optimise returns for Shareholders, broaden the Company's appeal and meet the interests of Shareholders as a whole as a result of the following:

· the Investment Manager will be able to invest the Portfolio without being constrained by the need to maintain sufficient liquidity to provide for the next biennial redemption facility in 2027 and so to take full advantage of the good prospects for the Indian market;

· increasing the attraction of the Company to a wider pool of investors, including those seeking a regular income;

· the continuing prudent use of the Company's discount control policy, seeking to manage any discount at which the Shares may trade compared to NAV per Share; and on occasions when the Shares are trading at a premium to NAV per Share, to issue Shares at a premium to NAV per Share after costs; and

· enabling Shareholders to realise a proportion of their investment for cash at close to NAV should the Company underperform the Benchmark over a five-year period.

Together, the Performance Related Tender and the Annual Dividend reinforce the Board's commitment to delivering Shareholder value.

The adoption of the Performance Related Tender requires amendments to the Articles by the Special Resolution which will be proposed at the Extraordinary General Meeting ("EGM") and will require the approval of Shareholders representing at least 75% of the votes cast at the EGM.

Although not required by the Listing Rules, as a matter of good corporate governance and best practice, the Board is also seeking Shareholder approval for the proposed adoption of the Annual Dividend Policy. The Company's investment policy, investment objective, and investment strategy will not change as a result of the Annual Dividend Policy. Adoption of the Annual Dividend Policy is included in the Special Resolution, which will require the approval of Shareholders representing at least 75% of the votes cast at the EGM.

2 Further details relating to the Proposals

Performance Related Tender

The proposed five yearly conditional performance-related tender offer for up to 25% of the Company's issued share capital (excluding Shares held in treasury) shall be measured by reference to the change in the Benchmark, expressed as a percentage, over the five year period commencing on 1 January 2026 with the first date that the tender offer could be offered would be around the time of the Company's annual general meeting in 2031, when the Company's audited NAV Total Return per Share (before the impact of Indian Capital Gains Taxation) over the five financial years ending 31 December 2030 would be available.

In the event that the change in Company's NAV Total Return per Share (before the impact of Indian Capital Gains Taxation), expressed as a percentage, over the previous five financial years is less than the change in the Benchmark, expressed as a percentage, the Performance Related Tender will be triggered. It is expected that the Performance Related Tender, if triggered, would be offered to Shareholders at close to the prevailing NAV per Share less costs. 

The Company's investment strategy requires a long-term, bottom-up investment approach which is built on capturing the structural growth of high quality Indian Small-Cap and Mid-Cap companies. Therefore, the Board believes that the Performance Related Tender is better suited to the Company's strategy and its long-term investment philosophy than the current Redemption Facility. The Company's investments typically require several years to mature, and a five-year holding period more realistically reflects the time needed for company fundamentals to compound and valuation gaps to close. Moving from a two-year redemption cycle to a five-year cycle therefore strengthens alignment between the Company's investment horizon and its liquidity framework, enabling the portfolio to be managed with greater conviction, lower trading friction, and reduced pressure to maintain excess liquidity.

The introduction of the Performance Related Tender in place of the Redemption Facility requires amendments to the Company's Articles. Accordingly, the Special Resolution to be proposed at the EGM will remove the Redemption Facility in its entirety by deleting Existing Article 132 (together with cross references to Existing Article 132 and redemption rights) and inserting New Article 132. New Article 132 will require the Board, if and only if the percentage change in the Company's NAV Total Return per Share over the previous five financial years of the Company is less than the percentage change in the Benchmark over that period, to propose a resolution at the Company's annual general meeting in 2031 and every five years thereafter to approve a tender offer for up to 25% of the Company's issued share capital (excluding Shares held in treasury) at close to the prevailing NAV per Share less costs.

Benchmark

In line with the Company's investment policy, strategy and objective, the Company's investment portfolio naturally maintains a high allocation to Small-Cap and Mid-Cap companies, reflected in its composition by market capitalisation profile as at 30 January 2026: 2.3% Cash, 26.6% Mid-Cap, and 71.1% Small-Cap. The Board believes that the BSE Mid-Cap Index, previously used as the Company's reference benchmark, while the best available index at the time of its adoption, is insufficiently representative of the portfolio's strategy and underlying exposures, since it includes no small-cap companies.

Accordingly, the Board believes it is now appropriate to adopt the MSCI India SMID Index that better aligns with the portfolio's small and midcap orientation and to use that index as a formal performance-measuring Benchmark. The MSCI India SMID Index comprises 571 high quality constituents and provides broader, more balanced exposure (including more than 80% of the underlying companies in the Company's portfolio) and a more even market cap composition, consisting of 7.3% Large-Cap, 48.2% Mid-Cap, and 44.5% Small-Cap as at 30 January 2026 and to use that Index as a formal performance-measuring Benchmark.

MSCI indices are widely recognised globally and commonly used by investors providing a comprehensive, transparent, rules-based methodology for index construction, giving confidence in the selection, weighting, and rebalancing processes.

The adoption of the MSCI India SMID as a formal benchmark for the Company's NAV performance is effective from 1 January 2026, the beginning of the Company's current Financial Year and is not conditional on the passing of the Special Resolution at the EGM.

Annual Dividend and Dividend Reinvestment Plan

The Board proposes to change its current policy not to pay dividends to an Annual Dividend Policy, whereby the Company would pay interim dividends per Share commencing in October 2026 and then semi-annually from the 2026 Financial Year. Dividends will be paid out of capital and/or from any net income after payment of operating expenses. The Board expects to pay an interim dividend equating to approximately 2% of prevailing NAV per Share in the current financial year ending 31 December 2026 with the intention of increasing the dividend over time if circumstances permit. The two interim dividends are expected to be declared, respectively in September and April. 

If Shareholders pass the Special Resolution at the EGM, the initial dividend payment will be declared on publication of the Company's Interim Results for the six months ending 30 June 2026 and will be payable in October 2026. At the same time, the Company will introduce a DRIP scheme which will allow Shareholders to elect to have their dividends automatically re-invested in shares in the Company through the secondary market. Further details of the DRIP scheme will be provided to Shareholders in due course.

If the Special Resolution is not passed, there will be no change to the Company's current dividend policy, which is not to pay dividends.

3 CONSEQUENCES IF THE PROPOSALS ARE NOT APPROVED

If the Proposals are not approved, the existing Redemption Facility will remain in place, and no dividends will be paid. The Redemption Facility has an adverse impact on the ability of the Board and the Investment Manager to grow the Company and thus to bring down costs for all Shareholders. 

In any event, given the volatile market, currency environment and the current geo-political uncertainties, the Board considers that the realisation or rebalancing of the Company's portfolio of investments ahead of the 2027 Redemption Facility is likely to result in sub-optimal returns for Shareholders and is not in the best interests of the Company or of Shareholders as a whole.

The adoption of the MSCI India SMID as the formal Benchmark of the Company's performance is already in effect and is not dependent on approval of the Proposals.

4 EXTRAORDINARY GENERAL MEETING

The Proposals require approval of the Shareholders by the passing of the Special Resolution. A notice convening the EGM to be held at 10 a.m. on 25 March 2026 is set out at the end of this document.

At the EGM, the Special Resolution will be proposed to approve (i) the adoption of the Annual Dividend Policy; and (ii) the deletion of Existing Article 132 and related references to the Redemption Facility and to insert New Article 132 (and related definitions) requiring the Board, if the five year performance related condition is satisfied, to propose at the relevant annual general meeting a resolution to approve a tender offer for up to 25% of the then issued share capital at close to the prevailing NAV per Share less costs.

At the EGM, every member present in person or (being a corporation) by representative or by proxy shall, on a show of hands, have one vote and, on a poll, shall have one vote for every Share held by him. The quorum requirement for the EGM is not less than two Shareholders entitled to be present by person or by proxy (or, if by a corporation, by a representative). The Special Resolution requires the approval of Shareholders representing at least 75% of the votes cast at the EGM.

5 ACTION TO BE TAKEN

You will find enclosed with this document the Form of Proxy for use by Shareholders in relation to the EGM. You are requested to complete this form in accordance with the instructions printed on it as soon as possible.

To be valid, completed Forms of Proxy must be received by the Receiving Agent at Neville Registrars Limited, Neville House, Steelpark Road, West Midlands B62 8HD not later than 10:00 a.m. on 23 March 2026 or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting.

As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.Sharegateway.co.uk using the Shareholder's personal proxy registration code as shown on the Form of Proxy. For an electronic proxy appointment to be valid, your appointment must be received by no later than 10:00 a.m. on 23 March 2026.

If you hold Ordinary Shares in CREST you should appoint a proxy by completing and transmitting a CREST Proxy Instruction to Neville Registrars Limited (CREST Participant ID: 7RA11) so it is received by CREST no later than 10:00 a.m. on 23 March 2026 or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting.

Shareholders should be aware that the deadlines for voting through platforms may be earlier than the Company's proxy deadline. Appendix 1 to this document gives further details on how to ensure you can vote and Appendix 2 to this document gives further details on how to complete the Form of Proxy.

In line with corporate governance best practice, and in order that any proxy votes of those Shareholders who are not allowed to attend and to vote in person are fully reflected in the voting on the Special Resolution, the Chair of the meeting will direct that voting on the Special resolution will take place by way of a poll. The final poll vote on the Special Resolution will be published immediately after the EGM on the Company's website www.indiacapitalgrowth.com.

If you have any questions relating to this document or the completion and return of the Form of Proxy or CREST Proxy Instruction, please call Neville Registrars Limited on telephone number 0121 585 1131 or, if telephoning from outside the United Kingdom, on +44 121 585 1131. Please note that no advice on the contents of this document nor on the matters to be voted upon at the EGM nor any financial, legal or tax advice can be given by Neville Registrars Limited and accordingly for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser.

6 RECOMMENDATION

The Directors consider that the Proposals and the Special Resolution to be proposed at the EGM are in the best interests of the Company and Shareholders as a whole.

The Directors unanimously recommend that Shareholders vote in favour of the Special Resolution at the EGM as the Directors intend to do in respect of their own beneficial and non-beneficial holdings of Shares, amounting in aggregate to 157,700 Shares, representing approximately 0.24% of the issued share capital of the Company (excluding Shares held in treasury) as at the Latest Practicable Date.

Yours faithfully

Elisabeth Scott

Chair