UGRO Capital merger vote: key dates for Sept 2026

What the NCLT order means for UGRO Capital

UGRO Capital Limited has moved to the next procedural stage in its proposed amalgamation of Profectus Capital Private Limited, its wholly owned subsidiary. The National Company Law Tribunal (NCLT), Mumbai Bench, through an order dated August 6, 2026, directed the company to convene meetings of key stakeholder groups to consider and approve the Scheme of Amalgamation.

The direction requires the meetings to be held within 90 days of the order being uploaded to the NCLT website. In response, UGRO Capital has fixed September 22, 2026 as the date for the mandated meetings. The company also communicated the development to stock exchanges under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 14, 2026.

Companies involved and the structure of the merger

The proposed Scheme of Amalgamation is between Profectus Capital Private Limited (Transferor Company, also referred to as PCPL) and UGRO Capital Limited (Transferee Company). PCPL is a wholly owned subsidiary of UGRO Capital.

The scheme is structured as a consolidation of the subsidiary into the parent. The information shared indicates that no consideration will be issued and no new shares will be issued as part of the amalgamation. As a result, the transaction is positioned as a group simplification exercise rather than one that changes shareholding through equity issuance.

Meeting date and sequential schedule on September 22, 2026

UGRO Capital will hold three separate meetings on Tuesday, September 22, 2026. These meetings are scheduled sequentially and are designed to obtain approvals from equity shareholders and from secured and unsecured creditor classes.

The meetings are scheduled as follows:

The NCLT direction also permits these meetings to be conducted via video conferencing or other audio-visual means.

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.

The company has disclosed different cut-off dates for determining eligibility to vote.

• For equity shareholders, the cut-off date is September 15, 2026.
• For both secured and unsecured creditors, the cut-off date is March 31, 2026.

These dates matter because they determine which stakeholders are entitled to participate in the voting process for their respective meetings.

The appointed date of the scheme

The scheme’s appointed date is set as April 1, 2026, described as the opening of business hours on 01.04.2026. In schemes of arrangement and amalgamation, the appointed date is a key reference point used in the documentation and for defining the effective period of the scheme once it is implemented.

UGRO Capital’s disclosures also state that both boards approved the scheme on January 8, 2026 with the appointed date of April 1, 2026.

Regulatory and exchange milestones already recorded

The merger process reflects multiple regulatory milestones referenced in the disclosures. The Reserve Bank of India approval for the scheme was granted on February 25, 2026.

UGRO Capital also received exchange feedback on the draft scheme.

• NSE issued a “No Objection” letter dated July 9, 2026.
• BSE issued a letter stating it had “no adverse observations” dated July 10, 2026.

The company also disclosed that UGRO Capital and Profectus Capital filed a company application for the amalgamation with the NCLT Mumbai Bench on July 16, 2026, after receiving the exchange observation letters.

Why the “no new shares” point is central

The disclosure that no consideration will be issued and no new shares will be issued is a key detail for investors tracking potential dilution. With PCPL being wholly owned, the amalgamation is framed as a consolidation of the corporate structure.

At the same time, the process still requires approvals through the NCLT-directed meetings. The outcome depends on stakeholder voting across the identified classes, followed by the completion of the remaining steps under the NCLT process.

What happens next after the meetings

The immediate next step is the conduct of the shareholder and creditor meetings scheduled for September 22, 2026, with remote e-voting available in the preceding window. These meetings are being held as required by the NCLT Mumbai Bench order dated August 6, 2026.

UGRO Capital has indicated that further developments will be communicated to the stock exchanges. For market participants, the critical near-term checkpoints are the voting outcomes across stakeholder categories and the subsequent procedural steps with the NCLT.

Bottom line

UGRO Capital has fixed September 22, 2026 for stakeholder meetings to seek approval for amalgamating Profectus Capital into the listed parent, following the NCLT Mumbai direction dated August 6, 2026. The scheme carries an appointed date of April 1, 2026 and is disclosed as involving no consideration and no equity issuance. The next updates are expected after the voting process, including the remote e-voting window from September 19 to September 21, 2026, and the outcome of the mandated meetings.