UGRO Capital Merger Hearing Scheduled for November 2026

NCLT admits the amalgamation petition

UGRO Capital Limited has informed the stock exchanges that the National Company Law Tribunal has admitted its petition for the proposed amalgamation with Profectus Capital Private Limited. The update was disclosed under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations. The NCLT has scheduled the final hearing in the matter for November 20, 2026. Admission of the petition takes the proposal further through the legal approval process required for a scheme of amalgamation. The transaction involves the merger of Profectus Capital, referred to as PCPL, into UGRO Capital. Profectus Capital is described as a wholly owned subsidiary of UGRO Capital. The disclosure did not state that the scheme has received final NCLT approval. The November hearing will be the next stated judicial milestone for the arrangement.

What the proposed scheme involves

The scheme provides for the amalgamation of Profectus Capital Private Limited with UGRO Capital Limited. UGRO Capital is the transferee company, while Profectus Capital is the transferor company in the arrangement. Both companies’ boards approved the proposed scheme on January 8, 2026. The appointed date specified for the scheme is April 1, 2026. As PCPL is a wholly owned subsidiary, no new UGRO Capital shares are proposed to be issued as consideration for the amalgamation. This structure distinguishes the transaction from a merger involving an external shareholder group or an announced share-swap ratio. The scheme is being pursued under Sections 230 to 232 of the Companies Act, 2013. Those provisions govern arrangements, compromises and amalgamations through a tribunal-supervised process.

Earlier regulatory and exchange clearances

The current hearing date follows several earlier procedural steps. UGRO Capital had received Reserve Bank of India approval for the scheme on February 25, 2026. It subsequently received no-objection letters from the National Stock Exchange on July 9, 2026, and from BSE on July 10, 2026. The NCLT Mumbai Bench then issued an order on August 6, 2026, directing the company to convene meetings of relevant stakeholders. These clearances and directions are part of the documented sequence leading to the petition’s admission. They do not replace the final tribunal order on the scheme. The exchange disclosures identify the NCLT process as continuing until the final hearing. The company’s October 22 announcement confirms that the matter has now been listed for that hearing.

Stakeholder meetings and voting process

Following the August 6 NCLT order, UGRO Capital initiated the process for meetings of equity shareholders, secured creditors and unsecured creditors. The company said these meetings would be conducted through video conferencing or other audio-visual means. It also dispatched notices and explanatory statements to stakeholders, including physical communications for those without registered email addresses. Notices were published in Financial Express and Loksatta, which circulate in Maharashtra. The available disclosures refer to stakeholder meetings in September 2026 and remote e-voting between September 18 and September 20. Some source material refers to September 21 while another refers to September 22 for the meetings. The October disclosure does not provide voting outcomes or further details from those meetings.

Key dates in the merger process

Why the wholly owned subsidiary structure matters

The merger concerns an internal group structure because Profectus Capital is wholly owned by UGRO Capital. Consequently, the disclosed scheme does not call for issuing fresh UGRO Capital shares to Profectus Capital shareholders. The available information also states that the equity shareholders’ meeting of the first applicant company was dispensed with after 100% consent was obtained through affidavits. Separate creditor and stakeholder processes were still required under the tribunal order. The structure means the key legal process focuses on implementing the amalgamation in accordance with statutory and regulatory requirements. It also explains why the disclosures do not describe a public exchange ratio. Final implementation remains subject to the tribunal process and any conditions set out in the eventual order.

Financial and capital context

UGRO Capital has stated in earlier merger-related communication that the amalgamation aims to enhance capital adequacy to 23-24% from 21% on a standalone basis. This is a stated objective, not a reported post-merger capital ratio. Capital adequacy is an important measure for lending businesses because it indicates the capital available relative to risk-weighted exposures. The information provided does not include the transaction’s revenue impact, loan-book impact, profit effect or any post-amalgamation financial projections. Nor does it provide an estimate of cost savings from combining the two entities. Investors therefore have a defined procedural update but limited new financial detail in the October 22 announcement. Any assessment of financial effects will depend on future company disclosures and the completed legal process.

Market relevance for UGRO Capital investors

The NCLT’s admission of the petition is relevant because it moves the scheme from stakeholder and regulatory procedures toward a final tribunal hearing. However, no share-price movement, trading volume data or market reaction was provided in the announcement. There is also no disclosed change to the merger’s appointed date, consideration structure or the status of Profectus Capital as a wholly owned subsidiary. The final hearing scheduled for November 20 is therefore the immediate event investors can track. Separately, UGRO Capital has scheduled a board meeting for November 5, 2026, to consider standalone and consolidated unaudited financial results for the quarter and half-year ended September 30, 2026. That financial-results meeting is distinct from the merger hearing. The two dates may nevertheless be important near-term corporate events for shareholders.

What happens after the final hearing

The November 20 hearing is scheduled as the final hearing for the amalgamation scheme petition. The material provided does not specify the date on which an NCLT order may be pronounced or any implementation timeline after the hearing. It also does not state whether further filings would be required after a tribunal sanction. Under the disclosed process, the next confirmed step is the tribunal hearing itself. UGRO Capital may provide further exchange disclosures as the legal process progresses. Shareholders and creditors can refer to notices and documents available through the company and stock exchange platforms for scheme-related details. Until a final order is disclosed, the proposal remains subject to completion of the NCLT process.

Conclusion

UGRO Capital’s October 22 disclosure confirms that its amalgamation petition involving Profectus Capital has been admitted and listed for a final hearing on November 20, 2026. The proposal follows board approval, RBI clearance, exchange no-objection letters and NCLT-directed stakeholder procedures completed earlier in the year. Since Profectus Capital is a wholly owned subsidiary, the scheme does not involve the issue of new UGRO Capital shares as consideration. The scheduled hearing is the next confirmed regulatory and legal milestone. Investors will also await UGRO Capital’s November 5 board meeting for its September-quarter and half-year financial results.