India Capital Growth Fund : AGM Proxy Form

NOTICE OF AVAILABILITY

The Notice of Annual General Meeting to which this Proxy Form relates and the Report and Accounts are available on the Company's website at www.indiacapitalgrowth.com

NOTES TO THE FORM OF PROXY

1. If you wish to appoint some other person as your proxy please insert his⧸her name, initial and strike out the words 'the Chairman of the Meeting'. A proxy need not be a member of the Company. Appointing a proxy will not preclude you from personally attending and voting at the meeting (in substitution for your proxy vote) if you subsequently decide to do so. If no name is entered, the return of this form, duly signed, will authorise the Chairman of the meeting to act as your proxy. Please note, the Board strongly encourages all Shareholders to appoint the Chairman as their proxy.
2. Please indicate with an X in the appropriate box how you wish your vote to be cast. Unless otherwise instructed the proxy will exercise his⧸her discretion as to whether, and if so how he⧸she will vote. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the meeting (including amendments to resolutions). You may appoint more than one proxy provided each proxy is appointed to exercise rights attaching to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy please contact Neville Registrars Limited as detailed in note 4 below. Please note, the Board strongly encourages all Shareholders to appoint the Chairman as their proxy.
3. This Form of Proxy must, in the case of an individual, be signed by the appointer or his⧸her attorney or, in the case of a corporation, be given under its common seal or signed on its behalf by an attorney or a duly authorised officer or, if it is subject to the UK Companies Act 2006 (as amended), in accordance with Section 44 thereof.
4. To be valid this Form of Proxy and any power of attorney or other authority under which it is executed (or a duly notarised copy thereof) must be lodged with the Transfer Agent of the Company, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD not later than 10:00 a.m. on 12 July 2021 or not less than 48 hours before the time appointed for the adjourned meeting at which it is to be used.
5. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our Transfer Agent Neville Registrars Limited (CREST ID: 7RA11) by 10:00 a.m. (UK time) on 12 July 2021. See the notes to the Notice of Meeting for further information on proxy appointments through CREST.
6. In the case of joint holders of a share the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the statutory register of members in respect of the share.
7. Any alteration in this Form of Proxy must be initialled by the person in whose hand it is signed or executed.
8. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
9. As permitted by regulation 41 of the Uncertificated Securities Regulations (Guernsey) 2009 as amended, only those persons whose names are entered on the register of the Company at 10:00 a.m. on 12 July 2021 shall be entitled to attend and to vote in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and⧸or vote at the Annual General Meeting.
10. As an alternative to completing this hard copy Form of Proxy you can appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at www.sharegateway.co.uk using your personal proxy registration code (Activity Code) shown below. For an electronic proxy appointment to be valid, the appointment must be received by the Company's Transfer Agent no later than 10:00 a.m. on 12 July 2021.

UNDER THE STATES OF GUERNSEYʼS 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.

Please complete and return this Form of Proxy to the Transfer Agent at the address shown overleaf. If you wish to use an envelope, please address it to 'FREEPOST NEVILLE'. If it is posted outside the United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.

India Capital Growth Fund Limited

FORM OF PROXY

(A closed-ended investment Company incorporated in Guernsey with registered number 43916)

I⧸We _________________________________________________ being (a) member(s) of the Company and entitled to vote at the Annual General Meeting, hereby appoint

(Please only complete if appointing someone other than the Chairman of the Meeting)

or failing him⧸her, the Chairman of the meeting as my⧸our proxy, to attend, speak and vote for me⧸us and on my⧸our behalf at the Annual General Meeting of the Company, to be held on 14 July 2021 at

Royal Plaza, 1 Royal Avenue, St Peter Port, Guernsey, GY1 2HL at 10:00 a.m. and at any adjournment thereof.

Resolutions (*Special Resolutions)

• To receive the Annual Report and Consolidated Financial Statements for the year ended 31 December 2020

• To re-appoint Deloitte LLP as Auditor of the Company and to authorise the Directors to fix their remuneration

• To approve the Directors Remuneration Report

• To re-elect Ms. Elisabeth Scott as a director of the Company

• To re-elect Mr. Patrick Firth as a director of the Company

• To re-elect Mr. Peter Niven as a director of the Company

• To elect Ms. Lynne Duquemin as a director of the Company

Mark this box with an "X" if you are appointing more than one proxy: Signed:

8 To authorise the Directors to allot shares in the Company

9* To disapply statutory pre-emption rights

10* To authorise the Company to make market purchases of its own ordinary shares

Your Personal Proxy Registration Code is: ABCD-123-EFG

Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:

Date:

>123-0

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Name

Address 1

Address 2

Address 3

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Address 5

Address 6

Business Reply Plus

Licence Number

RSTY-SAKX-RZSL

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

B62 8HD