UGRO Capital merger final hearing is set for November 20

UGRO Capital Limited’s proposed amalgamation of wholly owned subsidiary Profectus Capital Private Limited is set for a final National Company Law Tribunal (NCLT) hearing on November 20, 2026, after equity shareholders, secured creditors and unsecured creditors approved the scheme on September 22, 2026. The NCLT admitted UGRO Capital’s final-approval petition filed on September 25, 2026.

What is the current status of the UGRO Capital merger?

UGRO Capital’s amalgamation petition has been admitted by the NCLT, which fixed November 20, 2026, as the date for the final hearing. The company filed the petition on September 25, 2026, after meetings of shareholders and creditors held on September 22, 2026 approved the scheme by the requisite majorities.

The proposed scheme would amalgamate Profectus Capital with UGRO Capital and its respective shareholders and creditors. Profectus Capital became a wholly owned subsidiary on December 8, 2025, when UGRO Capital completed its acquisition, meaning the current proposal concerns the absorption of an existing group entity.

UGRO Capital has not stated that the amalgamation is effective as of its September 30, 2026 results filing. The disclosed next legal event is the November 20, 2026 NCLT hearing, rather than a completed merger or an announced effective date.

How did UGRO Capital reach the NCLT hearing stage?

UGRO Capital reached this stage through an acquisition completed on December 8, 2025, followed by board approval of the amalgamation scheme on January 8, 2026. The board had originally approved the acquisition of Profectus Capital, an RBI-registered non-banking financial company, at its June 17, 2025 meeting.

UGRO Capital received exchange communications before approaching the tribunal under Regulation 59A of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015. The National Stock Exchange of India Limited issued its no-objection certificate or observation letter on July 9, 2026, while BSE Limited issued its communication on July 10, 2026.

UGRO Capital filed its application before the Mumbai Bench of the NCLT on July 16, 2026. In an August 6, 2026 order, the NCLT directed the company to convene meetings of equity shareholders, secured creditors including secured non-convertible debentures, and unsecured creditors including unsecured non-convertible debentures.

Who approved the UGRO Capital amalgamation?

UGRO Capital said equity shareholders, secured creditors and unsecured creditors approved the scheme by the requisite majorities at their September 22, 2026 meetings. These were the three stakeholder classes specifically identified in the NCLT’s August 6, 2026 order.

The secured-creditor meeting included holders of secured non-convertible debentures, while the unsecured-creditor meeting included holders of unsecured non-convertible debentures. The approvals therefore covered creditor groups as well as equity shareholders in the tribunal-directed process.

UGRO Capital did not disclose vote counts, approval percentages, attendance figures or detailed scheme terms in the supplied filing. Its stated outcome is confined to the requisite-majority approvals on September 22, 2026 and the final-approval petition filed three days later.

What does Profectus Capital add to UGRO Capital’s structure?

Profectus Capital was an RBI-registered non-banking financial company when UGRO Capital’s board approved its acquisition on June 17, 2025. Since December 8, 2025, it has operated as a wholly owned subsidiary, and the scheme would move its business directly into UGRO Capital rather than retain it as a separate subsidiary.

The September 30, 2026 disclosures identify Profectus Capital in UGRO Capital’s co-lending arrangements. UGRO Capital reported no first-loss default guarantee for its co-lending arrangement with the Small Industries Development Bank of India and Profectus Capital, whereas arrangements with MAS Financial Services Ltd and ABCL had a 5% first-loss default guarantee under the applicable directions.

As an originating regulated entity, UGRO Capital had four active co-lending partners and 51,260 loan accounts during the half year ended September 30, 2026. The disclosed co-lending disbursement was Rs 958.8102 crore, including partners’ shares, of which Rs 957.8809 crore was standard loans and Rs 92.93 lakh was substandard loans.

What financial disclosures accompany the UGRO Capital merger update?

UGRO Capital reported net worth of Rs 2,946.621 crore at September 30, 2026, compared with Rs 2,462.872 crore at September 30, 2025. Net profit after tax for the half year ended September 30, 2026 was Rs 98.0844 crore, up from Rs 77.4416 crore in the corresponding half year ended September 30, 2025.

For the quarter ended September 30, 2026, UGRO Capital reported net profit after tax of Rs 37.3698 crore, compared with Rs 60.7146 crore in the quarter ended June 30, 2026. The debt-equity ratio was 3.41 at September 30, 2026, against 3.28 a year earlier, while total debts to total assets were 0.76 compared with 0.75.

UGRO Capital’s gross Stage 3 ratio was 2.73% at September 30, 2026, down from 2.99% a year earlier and 3.66% at March 31, 2026. Its net Stage 3 ratio was 1.73% at September 30, 2026, compared with 1.66% a year earlier and 2.24% at March 31, 2026.

The company also had 1,99,994 compulsory convertible debentures outstanding at September 30, 2026. These were part of an October 8, 2025 allotment of 2,88,99,481 debentures at Rs 185 each, aggregating to Rs 534.6404 crore, with each instrument convertible into one equity share within 18 months of allotment.

Conclusion

UGRO Capital has taken the Profectus Capital absorption from acquisition completion on December 8, 2025 through board approval, exchange communications and stakeholder voting to an admitted final NCLT petition. The process remains pending because the supplied filing identifies the tribunal’s November 20, 2026 hearing, rather than an effective merger date, as the next formal step.

The item to watch is the NCLT’s decision following the scheduled November 20, 2026 hearing and any subsequent UGRO Capital disclosure on implementation. The filing does not specify an effective date, integration timetable or transaction consideration, leaving those matters unresolved at September 30, 2026.