UGRO Capital sets Sept 22, 2026 meetings for merger

What UGRO Capital disclosed to exchanges

UGRO Capital Limited informed stock exchanges that it has dispatched physical letters to equity shareholders and creditors whose email addresses are not registered or not available in company and intermediary records. The letters contain web-links and QR codes that provide access to the meeting notice, explanatory statement, and annexures. The meetings relate to the proposed Scheme of Amalgamation between Profectus Capital Private Limited and UGRO Capital Limited. The company said the communication is meant to ensure that every eligible stakeholder can participate in the voting process through video conferencing or other audio-visual means (VC/OAVM). The intimation was issued on August 18, 2026 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Why physical letters were sent this time

The company’s update specifically addresses stakeholders for whom electronic communication could not be completed because email IDs were not registered or were unavailable with UGRO Capital, the depositories, or the registrar and transfer agents. UGRO Capital said these stakeholders have been sent physical letters carrying the same access details provided in electronic notices. The objective is to enable access to the merger-related documents in advance of the meetings, despite the absence of registered emails. Stakeholders who did receive electronic notices can continue using the web-link or QR code shared electronically.

NCLT order and the requirement to hold meetings

The stakeholder meetings follow a direction by the National Company Law Tribunal (NCLT), Mumbai Bench. As per the disclosure, 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 direction requires the meetings to be held within 90 days of the order being uploaded on the NCLT website. In response, UGRO Capital fixed September 22, 2026 as the date for the mandated meetings and arranged for them to be conducted via VC/OAVM.

Meeting schedule and what each meeting covers

UGRO Capital will hold three meetings sequentially on Tuesday, September 22, 2026. The company has disclosed separate time slots for equity shareholders, secured creditors, and unsecured creditors. The secured creditors meeting includes secured non-convertible debentures, and the unsecured creditors meeting includes unsecured non-convertible debentures, as disclosed. This structure is intended to obtain approvals from different stakeholder classes as required for a court-approved scheme.

Remote e-voting window and cut-off dates

The voting process is being managed by NSDL, according to the disclosure. Remote e-voting will be available from September 19, 2026 at 9:00 am IST until September 21, 2026 at 5:00 pm IST. UGRO Capital also disclosed different cut-off dates for eligibility across stakeholder groups. The cut-off date for equity shareholders is September 15, 2026. For secured creditors and unsecured creditors, the cut-off date is March 31, 2026.

Where stakeholders can access the notices and annexures

UGRO Capital said the notice and explanatory statement are available on the company’s website at www.ugrocapital.com. The documents are also available on the websites of the National Stock Exchange of India Ltd., BSE Limited, and NSDL. Stakeholders who received electronic notices can access the documents through the web-link or QR code provided. Those who did not receive electronic communication due to missing email records have been sent physical letters with the same access details.

Scheme details: appointed date and consideration structure

The proposed Scheme of Amalgamation involves Profectus Capital Private Limited (described as the transferor company) and UGRO Capital Limited (the transferee company). The scheme was approved by both boards on January 8, 2026. The appointed date disclosed for the scheme is April 1, 2026, described as the opening of business hours on 01.04.2026. The disclosure also states that Profectus Capital Private Limited is a wholly owned subsidiary (PCPL) and that the merger involves no consideration and no new shares to be issued.

What the NCLT-directed meeting status table shows

The NCLT order documentation included a snapshot of stakeholder categories, counts, and a meeting-status view for certain classes. In the data disclosed, the first applicant company’s equity shareholder meeting was shown as dispensed after 100% consent was obtained. The first applicant company’s secured creditors were shown with a disclosed outstanding value, and their meeting was to be convened. The second applicant company’s equity shareholders were shown with a disclosed count and a meeting to be convened.

Other recent disclosures referenced alongside the merger process

The disclosures around compliance and stakeholder communication come alongside other corporate updates from UGRO Capital during 2026. UGRO Capital published its 33rd AGM notice in Business Standard and Navshakti on May 8, 2026, under Regulation 30 and 47 of SEBI LODR Regulations. The AGM was scheduled for May 29, 2026 via VC/OAVM, and the agenda included items such as re-appointment of Managing Director Shachindra Nath for five years, appointment of M/s G.P. Kapadia & Co. as statutory auditors, ESOP extension to subsidiaries, and adoption of FY 2025-26 financial statements. In that AGM-related disclosure, total revenue for FY 2025-26 was reported as INR 1,840.40 crore.

UGRO Capital also disclosed a short-term funding action through allotment of commercial papers valued at INR 4.89 crore. While this funding note is separate from the merger meetings, it reflects contemporaneous treasury actions during the period in which the company is running a regulatory and tribunal-driven process.

Why this update matters for shareholders and creditors

For listed companies, tribunal-mandated schemes depend heavily on procedural compliance, including timely delivery of notices and accessible voting mechanisms. UGRO Capital’s decision to send physical letters to stakeholders without registered emails is a practical step to reduce the risk of stakeholders being unintentionally excluded from the VC/OAVM meeting process. It also aligns with the requirement to ensure that each stakeholder class can consider the scheme and vote within the NCLT’s time-bound direction. The clearly defined meeting times, e-voting window, and class-wise cut-off dates set out the operational framework for participation.

Key dates to watch next

The immediate timeline is anchored around the remote e-voting period from September 19 to September 21, 2026 and the three VC/OAVM meetings on September 22, 2026. The process flows directly from the NCLT Mumbai Bench order dated August 6, 2026, which required the meetings within 90 days of upload on the tribunal website. The next formal milestone, based on the disclosures available, is completion of the voting and the outcome of the stakeholder meetings for the proposed amalgamation.