India Capital Growth Fund : AGM Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your ordinary shares in India Capital Growth Fund Limited (the "Company"), please send this document (and accompanying Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your registered holding of ordinary shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

INDIA CAPITAL GROWTH FUND LIMITED

(a company incorporated and registered in Guernsey with registration number 43916 and authorised by the Guernsey Financial Services Commission as an authorised closed-ended collective investment scheme)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company (AGM) to be held at 10 a.m. on 14 July 2021 at 1 Royal Plaza, Royal Avenue, St Peter Port Guernsey GY1 2HL is set out at the end of this document. Shareholders are requested to complete and return their Form(s) of Proxy.

To be valid, Forms of Proxy for use at the AGM must be completed and returned in accordance with the instructions printed thereon to the Company's Transfer Agent so as to arrive by not later than 10 a.m. on 12 July 2021.

Letter from the Chairman

INDIA CAPITAL GROWTH FUND LIMITED

(Incorporated and registered in Guernsey under the Companies (Guernsey) Law,

2008 with registered number 43916)

Directors	Registered Office
Elisabeth Scott (Chairman)	1 Royal Plaza
Patrick Firth	Royal Avenue
Peter Niven	St Peter Port
Lynne Duquemin	Guernsey GY1 2HL
	10 June 2021
Dear Shareholders

NOTICE OF ANNUAL GENERAL MEETING

• INTRODUCTION
  I am writing to give you formal notice of the Company's 2021 Annual General Meeting to be held at 10 a.m. on 14 July 2021 at Royal Plaza, 1 Royal Avenue, St Peter Port, Guernsey GY1 2HL.
  The Notice convening the AGM is set out at the end of this document.

• BUSINESS OF THE 2021 ANNUAL GENERAL MEETING
  The notice convening the AGM is set out at the end of this document.
  A resolution relating to the financial statements for the year ended 31 December 2020 is included as Resolution 1 in the ordinary business of the AGM. The financial statements were published on 26 March 2021 and can be found on the Company's website www.indiacapitalgrowth.com.
  Resolutions 1 and 2 deal with the ordinary business that normally takes place at the annual general meeting of the Company and require no explanation.
  Resolution 3 is an ordinary resolution to approve the Directors' Remuneration Report in the financial statements, in accordance with best practice.
  As required by the UK Corporate Governance Code, Elisabeth Scott, Patrick Firth and Peter Niven are all retiring as directors of the Company. Elisabeth Scott, Patrick Firth and Peter Niven are standing for re-election and Resolutions 4, 5 and 6 deal with each of their elections respectively as directors of the Company.
  As previously disclosed, Peter Niven will be retiring from the Board at the end of 2021. The Board appointed a search agency to identify a suitable replacement for Peter and I am delighted to announce that Lynne Duquemin agreed to join the Board as a non-executive director with effect from 28 May 2021.

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Lynne Duquemin is a member of the CFA Society of the UK and holds the ASIP qualification. She is also a member of the CFA Institute, Fellow of the Chartered Institute for Securities and Investment, Chartered Director and Chartered Wealth Manager. She was a non-executive director of Aberdeen Frontier Markets Investment Company Limited from February 2016 until its voluntary de-listing from AIM in August 2020 and subsequent members' voluntary liquidation. She is a resident of Guernsey.

As required by the UK Corporate Governance Code, Lynne Duquemin retires as a director of the Company and is standing for election at the AGM and accordingly Resolution 7 deals with her election as a director of the Company.

Resolution 8 provides authority for the Company to issue new shares representing approximately one third of the nominal value of the Company's issued share capital as at today's date, while Resolution 9 (a special resolution) provides that new shares may be issued amounting to approximately 20 per cent. of the Company's issued share capital at the date on which the Resolution is passed, free from the rights of pre-emption contained within the Articles. Further details of these Resolutions are set out in paragraph 3.

Resolution 10 (also a special resolution) is a market standard authority to authorise the Company to make market purchases of Ordinary Shares, further details of which are set out in paragraph 4.

• AUTHORITY TO ALLOT AND DISAPPLICATION OF PRE-EMPTION RIGHTS
  The Board is proposing that the Shareholders authorise the Directors to allot new shares up to one third of the nominal value of the Company's issued share capital as at the date on which the Resolutions are passed, and to permit new shares representing up to 20 per cent. of the Company's issued share capital to be issued free from the pre-emption rights contained within the Articles.
  While the one third figure is market standard and consistent with corporate governance guidance, the extent of the proposed disapplication of pre-emption rights exceeds the best practice recommendations of the Pre-Emption Group (which stipulate that, in ordinary circumstances, such disapplication should be limited to 5 per cent. of a company's issued share capital and, where relevant, an additional 5 per cent. in connection with certain specific transactions in the contemplation of that company's board). Having considered this guidance, the Board is comfortable with the form of Resolution 9 on the basis that the increased flexibility sought pursuant to Resolution 9 is appropriate for an investment company, as new Ordinary Shares will only be issued at or above Net Asset Value per Ordinary Share, and justifiable having regard to the dynamic nature of the Indian market.
  The authority will lapse at the earlier of 15 months from the date of passing the Resolution, or the conclusion of the annual general meeting of the Company to be held in 2022. A similar allotment and disapplication authority will be sought at each subsequent annual general meeting.

• SHARE BUY-BACK AUTHORITY
  Resolution 10 is a special resolution and is a market standard authority which authorises the purchase by the Company of Ordinary Shares not exceeding 14.99 per cent. of the issued share capital of the Company at the date of the AGM. The authority will lapse at the earlier of 15 months from the date of passing the Resolution, or the conclusion of the annual general

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meeting of the Company to be held in 2022. A similar buy-back authority will be sought at each subsequent annual general meeting.

The Directors will only make repurchases through the market at prices (after allowing for costs) below the relevant prevailing Net Asset Value per Ordinary Share under the guidelines established from time-to-time by the Board. Purchases of Ordinary Shares may be made only in accordance with the Companies (Guernsey) Law, 2008, as amended ("Companies Law"). Under the Market Abuse Regulation (EU) No. 596/2014 as transposed into UK law, the maximum price that may be paid by the Company on the repurchase of any shares pursuant to a general authority is 105 per cent. of the average of the middle market quotations for the shares for the five business days immediately preceding the date of purchase or, if higher, the amount stipulated by Regulatory Technical Standards adopted by the European Commission pursuant to Article 5 (6) of the Market Abuse Regulation.

Shareholders should note that the purchase of Ordinary Shares by the Company is at the absolute discretion of the Directors and is subject to the working capital requirements of the Company, the amount of cash available to the Company to fund such purchases and the Company satisfying the solvency test pursuant to the Companies Law. Accordingly, no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions.

The Directors have no present intention of exercising the authority to purchase Ordinary Shares and would only do so if, in the light of market conditions, they considered that the effect of the purchases would be in the best interests of Shareholders generally.

Any Ordinary Shares repurchased pursuant to the general authority referred to above may be held in treasury. These shares may be subsequently cancelled or sold for cash. This would give the Company the ability to sell shares held in treasury quickly and cost efficiently, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base.

Unless authorised by Shareholders, Ordinary Shares will not be sold from treasury at a price less than the Net Asset Value per Share at the time of the sale unless they are first offered pro-rata to existing Shareholders.

• COVID-19PANDEMIC ARRANGEMENTS
  The Board takes the well-being of its Shareholders and colleagues seriously and has been closely monitoring the evolving Covid-19 pandemic.
  Given the States of Guernsey's response to the Covid-19 pandemic and the current regulations and guidance on self-isolation on arrival to Guernsey the Board has had to make a number of arrangements in relation to the AGM:
• • In light of the current situation, and in accordance with the guidance, it may not be possible for Shareholders to attend the AGM in person. The States of Guernsey have currently imposed mandatory self-isolation for new arrivals to Guernsey. While It may be that these restriction will be lifted from 1 July 2021 for some arrivals, the Board anticipates that it will not be practical for many Shareholders to attend the AGM in person. Anyone proposing to attend should review the States of Guernsey's guidance at https://covid19.gov.gg/guidance/travel

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• Details of how to appoint the Chairman of the AGM as proxy are set out in the notes to the notice convening the AGM.
• Shareholders are encouraged to submit their voting instructions and Form of Proxy as soon as possible. The notes to the Notice of AGM give details with regard to voting instructions and Forms of Proxy.

UNDER THE STATES OF GUERNSEY'S CURRENT REGULATIONS AND GUIDANCE ON SELF-ISOLATION ON ARRIVAL IN GUERNSEY, IT MAY NOT BE POSSIBLE FOR SHAREHOLDERS WHO ARE NOT RESIDENT IN GUERNSEY TO ATTEND THE ANNUAL GENERAL MEETING IN PERSON. THE BOARD THEREFORE STRONGLY ENCOURAGES SHAREHOLDERS TO VOTE ON THE RESOLUTIONS BY COMPLETING A PROXY FORM APPOINTING THE CHAIRMAN OF THE ANNUAL GENERAL MEETING AS YOUR PROXY AND NOT TO PLAN TO ATTEND THE ANNUAL GENERAL MEETING IN PERSON.

The steps set out above are necessary and appropriate ones given the current Covid-19 pandemic. The Board urges individuals, in particular those individuals in a high-risk group (as defined by the NHS), to continue to monitor guidance and/or directions issued by the States of Guernsey on the Covid-19 pandemic and to act accordingly.

The Board is disappointed that the AGM has been impacted by current events and that Shareholders may not be able to attend in person. The Board would like to thank Shareholders for their understanding in these difficult times.

The Board will keep the situation under review and may need to make further changes to the arrangements relating to the AGM, including how it is conducted, and Shareholders should therefore continue to monitor the Company's website and announcements for any updates.

• ACTION TO BE TAKEN
  Shareholders will find enclosed with this document a Form of Proxy to be used in connection with the AGM. Please complete and sign the Form of Proxy in accordance with the instructions printed thereon and return it by post to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD so as to be received not later than 10 a.m. on 12 July 2021 or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting. Should the current situation and the applicable restrictions change such that Shareholders are permitted, and subsequently wish, to attend the AGM, the completion and return of the Form of Proxy will not prevent them from doing so and voting in person.
  If you hold Ordinary Shares in CREST you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Neville Registrars Limited (CREST Participant ID: 7RA11) so it is received no later than 10 a.m. on 12 July 2021 or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting. Should the current situation and the applicable restrictions change such that Shareholders are permitted, and subsequently wish, to attend the AGM, the completion and return of a CREST Proxy Instruction will not preclude those Shareholders from attending and voting in person at the AGM, or any adjournment thereof.
  If you have any questions relating to 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 [phone]. Please note that no advice on the contents of this document nor on the matters to be voted upon at the AGM nor any financial, legal or tax advice can be given by Neville Registrars Limited and accordingly for

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