Ugro Capital files NCLT application for amalgamation with Profectus Capital
Ugro Capital and Profectus Capital filed a Company Application for amalgamation with NCLT Mumbai on July 16, 2026, after receiving 'no objection' letters from BSE and NSE. The exchanges' approvals, valid for six months, follow SEBI directions mandating full disclosure of adjudication and enforcement actions. The scheme requires adherence to specific SEBI conditions regarding financials, liabilities, and disclosures to NCD holders, and remains subject to shareholder, creditor, and NCLT approvals.
*this image is generated using AI for illustrative purposes only.
Ugro Capital Limited and Profectus Capital Private Limited have filed a Company Application for their scheme of amalgamation with the National Company Law Tribunal (NCLT), Mumbai Bench on July 16, 2026. This filing follows the receipt of observation letters from BSE Limited and National Stock Exchange of India Limited, which issued their responses on July 10, 2026, and July 09, 2026, respectively. The exchanges provided 'no objection' letters, with BSE stating it has no adverse observations and NSE conveying its approval under Regulation 37 and 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The regulatory feedback was based on directions from the Securities and Exchange Board of India (SEBI), which mandated full disclosure of ongoing adjudication, recovery proceedings, and enforcement actions against the company, its promoters, and directors. These observations are valid for six months from their dates of issue. The company is required to disclose the No-Objection letters from the stock exchanges on its website within 24 hours of receipt.
Key SEBI Requirements
To proceed with the amalgamation, the entities must address specific requirements outlined by SEBI and incorporated into the exchange observations. These conditions ensure transparency and compliance with listing norms.
| Requirement | Details |
|---|---|
| Financials | Financials in the scheme, including those for the valuation report, must not be older than six months. |
| Unlisted Entity | Information about the unlisted entity must be included in the format specified for an abridged prospectus. |
| Shareholder Notice | The notice to shareholders must prominently disclose details of the proposed scheme and include a certificate from Maheshwari & Co., Chartered Accountants, dated May 15, 2026, certifying pre and post-scheme reserve balances. |
| Liabilities | All liabilities of the Transferor Company must be transferred to the Transferee Company. |
| NCD Holders | Disclosures to holders of Non-Convertible Debentures (NCDs) must be certified by a SEBI-registered merchant banker. |
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.
Historical Stock Returns for UGRO Capital
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +2.28% | +5.24% | +0.64% | -33.53% | -42.56% | -12.97% |
What is the expected timeline for NCLT approval following the recent filing?
How will the amalgamation impact Ugro Capital's capital structure and financial ratios?
What strategies will the company employ to secure shareholder and creditor approval for the scheme?
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