NewsNCLT Mumbai Directs Stakeholder Meetings for Scheme of Amalgamation Between Profectus Capital and UGRO CapitalNCLT Mumbai Directs Stakeholder Meetings for Scheme of Amalgamation Between Profectus Capital and UGRO Capital
The NCLT Mumbai Bench, vide its order dated 6th August 2026, has directed the convening of stakeholder meetings within 90 days for the proposed Scheme of Amalgamation between Profectus Capital Private Limited (Transferor) and UGRO Capital Limited (Transferee). The Scheme, approved by both Boards on 8th January 2026 with an Appointed Date of 1st April 2026, involves the merger of wholly owned subsidiary PCPL into UGRO Capital, with no new shares to be issued as consideration. Key approvals have been secured, including RBI approval dated 25th February 2026 and no-objection letters from NSE and BSE dated 9th July 2026 and 10th July 2026 respectively. Meetings of equity shareholders of the First Applicant Company have been dispensed with following 100% consent, while meetings for remaining stakeholder classes across both companies are directed to be held via VC/OAVM.
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The National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated 6th August 2026, has directed the convening and holding of meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of UGRO Capital Limited and Profectus Capital Private Limited, in connection with the proposed Scheme of Amalgamation between the two companies. The order was pronounced in C.A.(CAA) No. 141 (MB)/2026 by a bench comprising Shri Prabhat Kumar, Member (Technical), and Shri Sushil Mahadeorao Kochey, Member (Judicial). The disclosure was made to the stock exchanges on 7th August 2026 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Background of the Scheme
The Scheme of Amalgamation involves the merger of Profectus Capital Private Limited ("Transferor Company" or "PCPL"), a wholly owned subsidiary of UGRO Capital Limited, into UGRO Capital Limited ("Transferee Company"). The Board of Directors of both companies approved the Scheme at their respective Board Meetings held on 8th January 2026, with the Appointed Date fixed as the opening of business hours on 1st April 2026. This is in furtherance to an earlier intimation dated July 17, 2026, regarding the filing of the Company Application with the NCLT.
Profectus Capital Private Limited is a non-deposit taking Non-Banking Financial Company (NBFC), classified as a Middle Layer NBFC, registered with the Reserve Bank of India, and primarily engaged in providing secured lending and factoring services to Micro, Small and Medium Enterprises (MSMEs). Its Non-Convertible Debentures (NCDs) are listed on the National Stock Exchange of India Limited. UGRO Capital Limited is similarly a non-deposit taking NBFC, classified as a Middle Layer NBFC, primarily engaged in providing financial products including business loans, loans against property, machinery and equipment finance, and working capital support to MSMEs.
Share Capital of the Applicant Companies
The following tables detail the share capital of both companies as on the date of Board approval of the Scheme.
Transferor Company — Profectus Capital Private Limited
| Particulars: | Amount (Rs.) |
|---|---|
| Authorized Share Capital — 98,00,00,000 Equity Shares of INR 10 each | 9,80,00,00,000 |
| Authorized Share Capital — 2,00,00,000 Preference Shares of INR 10 each | 20,00,00,000 |
| Total Authorized Share Capital | 10,00,00,00,000 |
| Issued, Subscribed and Paid-up — 75,02,99,586 Equity Shares of INR 10 each fully paid up | 7,50,29,95,860 |
| Total Paid-up Share Capital | 7,50,29,95,860 |
Transferee Company — UGRO Capital Limited
| Particulars: | Amount (Rs.) |
|---|---|
| Authorized Share Capital — 24,95,00,000 Equity Shares of INR 10 each | 2,49,50,00,000 |
| Authorized Share Capital — 2,05,00,000 Preference Shares of INR 10 each | 20,50,00,000 |
| Total Authorized Share Capital | 2,70,00,00,000 |
| Issued, Subscribed and Paid-up — 15,47,06,753 Equity Shares of INR 10 each | 1,54,70,67,530 |
| Total Paid-up Share Capital | 1,54,70,67,530 |
Rationale for the Amalgamation
The Scheme is being implemented to give effect to a condition set out in the RBI Approval pursuant to which the acquisition of PCPL by UGRO Capital was approved, requiring consolidation of the businesses of PCPL and UGRO Capital through the merger of PCPL into UGRO Capital. The Board of Directors of both companies have identified the following key benefits of the Scheme:
- The combined entity's strengthened asset mix features higher secured assets, providing further impetus to scale Emerging Market and Embedded Finance businesses
- Significant geographic and product alignment in Secured Loan Against Property (LAP) and Machinery Finance, facilitating operational efficiencies
- Synergies of operations resulting in expansion and long-term sustainable growth, consolidating and enhancing value for stakeholders
- Achievement of optimal and efficient utilization of capital and enhanced operational and management efficiencies
- Reduction in management overlaps and elimination of legal and regulatory compliances and associated costs
- Improved organizational capability and leadership arising from the pooling of human capital with diverse skills
Since PCPL is a wholly owned subsidiary of UGRO Capital, no consideration shall be issued by the Transferee Company upon amalgamation. Accordingly, upon effectiveness of the Scheme, there will be no change in the equity shareholding pattern of UGRO Capital. The entire share capital of the Transferor Company held by the Transferee Company, along with its nominees, shall stand cancelled without any further application, act, or deed.
Regulatory Approvals and Supporting Documents
The Scheme has received key regulatory clearances and supporting opinions. The Reserve Bank of India, vide its letter dated 25th February 2026, accorded its approval to the proposed Scheme of Amalgamation. The National Stock Exchange of India Limited issued an Observation Letter dated 9th July 2026 conveying its 'No Objection', and BSE Limited issued an Observation Letter dated 10th July 2026 conveying 'no adverse observations' to the proposed Scheme.
A Joint Valuation Report dated 31st December 2025 was issued by CA Pankaj Gupta, Independent Registered Valuer (IBBI Registration No. IBBI/RV/11/2019/11931). The Valuation Report notes that no equity shares shall be issued by the Second Applicant Company pursuant to the Scheme, and that upon the Scheme becoming effective, the NCD holders of the First Applicant Company shall become NCD holders of the Second Applicant Company on the same terms and conditions. A Fairness Opinion was issued by M/s. Sundae Capital Advisors Private Limited, a SEBI registered Merchant Banker. It has also been certified that the net worth of both Applicant Companies is positive.
Stakeholder Meeting Directions
The NCLT order details the status of shareholders and creditors across both companies and the corresponding meeting requirements:
| Company: | Class | Count | Outstanding Value (Rs.) | Meeting Status |
|---|---|---|---|---|
| First Applicant Company | Equity Shareholders | 7 | — | Dispensed (100% consent obtained) |
| First Applicant Company | Secured Creditors | 28 | 16,40,85,73,458 | Meeting to be convened |
| First Applicant Company | Unsecured Creditors | 91 | 40,01,51,536 | Meeting to be convened |
| Second Applicant Company | Equity Shareholders | 38,752 | — | Meeting to be convened |
| Second Applicant Company | Secured Creditors | 67,665 | 80,639,408,432 | Meeting to be convened |
| Second Applicant Company | Unsecured Creditors | 1,800 | 11,50,54,32,527 | Meeting to be convened |
The meeting of the Equity Shareholders of the First Applicant Company has been dispensed with, as all 7 (Seven) equity shareholders, representing 100% of its Equity Share Capital, have provided consent affidavits. All remaining meetings are directed to be convened and held within 90 (Ninety) days of the order being uploaded on the NCLT website, through Video Conferencing or Other Audio Visual Means (VC/OAVM).
Appointed Officials and Procedural Directions
The NCLT has appointed Mr. H.V. Subba Rao (Retired Member (Technical), NCLT) as Chairperson for conducting the stipulated meetings, with a consolidated remuneration of Rs. 1,50,000/- (Rupees One Lakh and Fifty Thousand only), plus applicable taxes/GST. Ms. Akanksha Mota has been appointed as Scrutinizer, with a consolidated remuneration of Rs. 75,000/- (Rupees Seventy-Five Thousand only), plus applicable taxes/GST.
Stakeholders shall be entitled to vote through remote e-voting and e-voting during the meeting. Notices shall be sent at least 30 (Thirty) clear days before the meetings via electronic mail, and shall also be published in Financial Express (English) and Loksatta (Marathi). The Chairperson is required to report the results of the meetings to the Tribunal within 30 (Thirty) days of the conclusion of the respective meetings. The Company Application C.A.(CAA) NO.141/MB/2026 has been allowed in the aforesaid terms. UGRO Capital has stated it will keep the stock exchanges informed of further developments in relation to the Scheme.
Historical Stock Returns for UGRO Capital
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.12% | -0.21% | -2.93% | -35.83% | -42.91% | -15.24% |
How might the consolidation of Profectus Capital's secured lending assets impact UGRO Capital's overall credit quality and non-performing asset (NPA) ratios in the coming quarters?
What specific operational cost synergies does management expect to realize from eliminating duplicate regulatory compliances and management overlaps post-merger?
How will the merger influence the liquidity and trading dynamics of the Non-Convertible Debentures (NCDs) previously listed under Profectus Capital on the NSE?
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