Ugro Capital Limited has received observation letters from BSE Limited and National Stock Exchange of India Limited regarding its scheme of amalgamation with Profectus Capital Private Limited. The exchanges issued their observations on July 10, 2026, and July 09, 2026, respectively, following a review of the draft scheme submitted by the company.

BSE, in its letter, stated it has no adverse observations with limited reference to matters having a bearing on listing requirements. Similarly, NSE conveyed its 'no objection' in terms of Regulation 37 and 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both letters are valid for six months from their respective dates of issue, within which the company must submit the scheme to the National Company Law Tribunal (NCLT).

The observations were issued based on comments received from the Securities and Exchange Board of India (SEBI). SEBI, via letters dated May 22, 2026, and July 08, 2026, directed the entities to ensure full disclosure of ongoing adjudication, recovery proceedings, and enforcement actions against the company, its promoters, and directors before the NCLT and shareholders. The regulator also mandated that all liabilities of the transferor company be transferred to the transferee company.

Key SEBI Comments and Requirements

The exchanges incorporated several specific comments from SEBI that the company must address. These include requirements related to financial data, disclosures to shareholders, and compliance with various regulations.

The company is required to disclose the No-Objection letters from the stock exchanges on its website within 24 hours of receipt. Additionally, any additional information submitted to the exchanges post-filing must be displayed on the company's and the exchanges' websites. The exchanges reserved the right to withdraw their observations if any information provided is found to be incomplete, incorrect, misleading, or false.

The scheme remains subject to necessary approvals, including those from shareholders, creditors, and the NCLT. Ugro Capital stated it would inform the exchanges of further developments regarding the scheme.

ACM Global Fund VCC reduced its shareholding in Ugro Capital Limited by selling 1,590,909 equity shares via the open market on July 2, 2026. The transaction, disclosed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, lowered the acquirer's stake from 5.91% to 4.88% of the total paid-up equity share capital.

The disclosure confirms that ACM Global Fund VCC is not part of the promoter or promoter group of Ugro Capital. Prior to the sale, the entity held 9,171,989 shares carrying voting rights, representing 5.91% of the total share capital. There were no encumbrances, voting rights held otherwise than by shares, or convertible instruments involved either before or after the transaction.

The sale involved only shares carrying voting rights, with no disposal of warrants or other instruments. The total diluted share capital of Ugro Capital remains unaffected by convertible securities, as none were outstanding. The shares of Ugro Capital are listed on BSE Limited and National Stock Exchange of India Limited.

Shareholding Details

The following table outlines the changes in ACM Global Fund VCC's shareholding in Ugro Capital Limited:

The disclosure was submitted to the stock exchanges on July 6, 2026, by the authorised signatory of ACM Global Fund VCC based in Singapore.