UGRO Capital sets Sept 22, 2026 merger meetings

UGRO Capital Limited (NSE: UGROCAP) has disclosed receipt of the certified copy of the National Company Law Tribunal (NCLT), Mumbai Bench order dated August 6, 2026, which directs the company to convene stakeholder meetings linked to its proposed Scheme of Amalgamation. The proposed amalgamation involves Profectus Capital Private Limited as the transferor company and UGRO Capital as the transferee company.

As outlined in the disclosure, the NCLT’s direction is a procedural step requiring the company to convene meetings of equity shareholders, secured creditors and unsecured creditors to consider and approve the scheme. UGRO Capital has fixed Tuesday, September 22, 2026 for these meetings, and has arranged for them to be conducted through video conferencing or other audio-visual means (VC/OAVM).

What the NCLT Mumbai order requires

The NCLT order dated August 6, 2026 directed the convening and holding of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors in connection with the proposed Scheme of Amalgamation. The disclosure states that the meetings must be held within 90 days of the order being uploaded on the NCLT website.

For UGRO Capital, the direction is to hold separate meetings for each stakeholder class. The process is structured to seek approvals from equity shareholders and from creditor classes, including debenture-holders where applicable.

Meeting date and mode announced by UGRO Capital

UGRO Capital has scheduled all three mandated meetings on Tuesday, September 22, 2026, to be held sequentially. The company has indicated that these will be conducted via VC/OAVM.

This format mirrors the way many court-convened meetings have been conducted in recent years, especially where stakeholders are geographically dispersed and where electronic voting mechanisms are used to supplement the meeting process.

Meeting schedule and stakeholder coverage

The disclosure sets out the meeting times (IST) and clarifies the stakeholder group covered, including specific instruments under creditor classes.

Voting process: NSDL, remote e-voting window, and cut-off dates

UGRO Capital has disclosed that the voting process is being managed by NSDL. Ahead of the meetings, the company will provide a remote e-voting facility.

Remote e-voting will be available from September 19, 2026 at 9:00 am IST until September 21, 2026 at 5:00 pm IST. The disclosure also specifies different cut-off dates for eligibility across stakeholder groups.

For equity shareholders, the cut-off date is September 15, 2026. For secured creditors and unsecured creditors, the cut-off date is March 31, 2026. The company also noted that shareholders and creditors who received electronic notices can access documents through a web-link or QR code.

Where investors can access the scheme documents

UGRO Capital stated that the notice and explanatory statement are available on the company’s website at www.ugrocapital.com. It also disclosed that the documents are available on the websites of the National Stock Exchange of India Ltd., BSE Limited, and NSDL.

For stakeholders, these documents typically include the scheme summary, the rationale for amalgamation, procedural instructions for attending the VC/OAVM meeting, and voting instructions for e-voting and (where applicable) voting during the meeting.

Key terms of the proposed amalgamation

The proposed Scheme of Amalgamation involves Profectus Capital Private Limited (transferor company) and UGRO Capital Limited (transferee company). Profectus Capital is described in the disclosure as a wholly owned subsidiary (PCPL).

UGRO Capital disclosed that the merger involves no consideration and no new shares to be issued. As a result, the disclosure states the equity shareholding pattern of UGRO Capital will remain unchanged upon scheme effectiveness.

The appointed date disclosed for the scheme is April 1, 2026, described as the opening of business hours on 01.04.2026. The disclosures also state that the boards of directors of both companies approved the Scheme of Amalgamation on January 8, 2026.

Snapshot from NCLT documentation: stakeholder categories and meeting status

The NCLT order documentation included a snapshot of stakeholder categories, counts, and meeting-status information for certain classes. In the data disclosed, the first applicant company’s equity shareholder meeting was shown as dispensed after 100% consent was obtained.

Separately, the provided text also disclosed outstanding amounts for the second applicant company’s creditor classes: secured creditors of ₹8,063.94 crore and unsecured creditors of ₹1,150.54 crore.

Market check: UGROCAP price reference in the disclosure

The provided price snapshot showed UGRO Capital’s current price at ₹82.0, with the stock down 2.33% at the time of the referenced data. The company’s disclosure itself focuses on the procedural milestones around the NCLT-directed meetings and does not provide financial guidance linked to the scheme.

Why the meeting-direction stage matters

The NCLT meeting-direction stage sets the formal process for obtaining stakeholder approvals. As reflected in the disclosure, the scheme remains subject to applicable regulatory and other approvals, including the outcome of the court-convened meetings and subsequent NCLT sanction before it becomes effective.

The structure of separate meetings for equity shareholders, secured creditors and unsecured creditors is designed to ensure that each class votes in accordance with the framework set by the tribunal. The next formal milestone, based on the disclosures available, is completion of voting and the announced outcome of the stakeholder meetings.

Conclusion

UGRO Capital has fixed September 22, 2026 for the NCLT-directed meetings of equity shareholders, secured creditors and unsecured creditors to consider the proposed amalgamation of Profectus Capital into UGRO Capital. Remote e-voting will run from September 19, 2026 (9:00 am IST) to September 21, 2026 (5:00 pm IST), with cut-off dates of September 15, 2026 for equity shareholders and March 31, 2026 for secured and unsecured creditors. The immediate next step is the completion of the voting process and the outcome of the stakeholder meetings, followed by the subsequent NCLT process for sanction of the scheme.