UGRO Capital merger meetings: 2026 timeline and voting

What UGRO Capital has announced

UGRO Capital Limited has initiated formal communication for stakeholder approvals related to a Scheme of Amalgamation involving Profectus Capital Private Limited. The company said it dispatched physical letters to equity shareholders and creditors whose email addresses are not registered or not available with the company, depositories, or its registrar and transfer agents. These physical letters contain web-links and QR codes that provide access to the notice, explanatory statement, and annexures for the meetings.

The proposed transaction is an amalgamation where Profectus Capital Private Limited is the transferor company and UGRO Capital Limited is the transferee company. The meetings are being conducted in line with directions from the National Company Law Tribunal (NCLT), Mumbai Bench.

Why physical letters were sent to some stakeholders

UGRO Capital said stakeholders who did not receive electronic communication due to missing email records have been sent physical letters with the same access details. Stakeholders who received electronic notices can use the web-link or QR code shared in those electronic communications to access the documents.

The company also stated that the notice and explanatory statement are available on its website, www.ugrocapital.com. The same set of documents is also available on the websites of the National Stock Exchange of India Ltd., BSE Limited, and NSDL.

Meeting date, format, and sequence

UGRO Capital has fixed Tuesday, September 22, 2026 as the date for the mandated stakeholder meetings. The meetings will be held sequentially through video conferencing or other audio-visual means (VC/OAVM).

The company is convening three separate meetings for its equity shareholders, secured creditors, and unsecured creditors. The secured and unsecured creditor classes include non-convertible debentures as disclosed in the notice summary.

Remote e-voting window and cut-off dates

UGRO Capital has set a remote e-voting window ahead of the meetings. Remote e-voting will be available from September 19, 2026 at 9:00 am IST until September 21, 2026 at 5:00 pm IST, with NSDL managing the voting process.

The cut-off date for e-voting eligibility is September 15, 2026 for equity shareholders. For both secured and unsecured creditors, the cut-off date is March 31, 2026.

Key meeting details at a glance

NCLT Mumbai order and compliance timeline

The NCLT Mumbai Bench, through an order dated August 6, 2026, directed the convening and holding of meetings of equity shareholders, secured creditors, and unsecured creditors of UGRO Capital Limited and Profectus Capital Private Limited. The tribunal directed that these meetings be convened within 90 days of the order being uploaded on the NCLT website, and that they be conducted via VC/OAVM.

UGRO Capital also disclosed that it received the certified copy of the NCLT order on August 12, 2026. The appointed date for the scheme is April 1, 2026 (opening of business hours).

Stakeholder base and creditor values mentioned in the order

The NCLT order summarised the status of shareholders and creditors across the two companies and the meeting requirements. It also recorded that the equity shareholders meeting for the First Applicant Company (Profectus Capital) was dispensed with because all seven equity shareholders, representing 100% of its equity share capital, provided consent affidavits.

The order listed counts and aggregate outstanding values for several creditor classes. The figures below reflect the values stated in rupees and converted into INR crore for readability.

How stakeholders can access notices and supporting documents

UGRO Capital has positioned the web-link and QR-code route as the core method for stakeholders to access the notice, explanatory statement, and annexures. For stakeholders without a registered email address, the company’s physical letters act as the delivery mechanism for those access credentials.

In addition to the company website, the availability on NSE, BSE and NSDL websites provides alternate access points for shareholders and debenture holders who track disclosures through exchange and depository channels.

Regulatory and process notes disclosed with the scheme

The company’s disclosures around the scheme note that the NCLT process is currently at the stage of convening stakeholder meetings to consider and approve the amalgamation. One disclosure stated that no new shares will be issued and that RBI approval is already secured. Another disclosure stated the scheme awaits SEBI, RBI and other regulatory approvals before implementation on April 1, 2026.

Separately, the NCLT order also recorded procedural requirements around notice circulation and publication, including that notices shall be sent at least 30 clear days before the meetings via electronic mail, and that notices shall be published in Financial Express (English) and Loksatta (Marathi).

Market impact: what this update changes for investors

This update is procedural rather than financial, but it matters because the amalgamation needs formal approval from defined stakeholder classes. For listed companies, meeting timelines, cut-off dates, and voting windows become important operational milestones that determine who can vote and when.

For holders of non-convertible debentures, the company has explicitly grouped secured and unsecured creditors to include secured and unsecured NCDs, and set the creditor cut-off date as March 31, 2026. For equity shareholders, the eligibility cut-off date is September 15, 2026, which is close to the meeting date and can influence voting participation.

Conclusion

UGRO Capital has scheduled VC/OAVM meetings on September 22, 2026 to seek approvals for the Scheme of Amalgamation with Profectus Capital Private Limited, and has opened remote e-voting from September 19-21, 2026. The company has also bridged the communication gap for stakeholders without registered emails by sending physical letters with web-links and QR codes.

The next confirmed milestone is the sequence of meetings on September 22, 2026, followed by the outcome disclosures that typically accompany completion of the voting process and subsequent steps under the NCLT-directed scheme timeline.