Ugro Capital Limited has submitted revised voting results for its NCLT convened equity shareholders meeting held on September 22, 2026, correcting a typographical error in the earlier submission filed under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Background and scheme details

The revised results pertain to the scheme of amalgamation between Profectus Capital Private Limited (transferor company) and Ugro Capital (transferee company) and their respective shareholders and creditors, under Sections 230 to 232 read with Section 52 of the Companies Act, 2013. The NCLT, Mumbai Bench had issued the order convening the meetings on August 6, 2026. The scheme remains subject to further regulatory approvals from SEBI and the Reserve Bank of India (RBI), which had previously granted its approval vide a letter dated February 25, 2026.

Revised equity shareholder voting results

The revised results cover the NCLT convened equity shareholders meeting. As on the record date of September 15, 2026, the total number of shareholders stood at 39,656. Voting was conducted via e-voting between September 19 and September 21, 2026, with the meeting held on September 22, 2026 via video conferencing. One promoter and promoter group representative and 37 public shareholders attended through video conferencing. One resolution was put to vote, requiring a special resolution.

The following table presents the revised voting data for equity shareholders:

The total share capital figure of 155,288,323 includes 2,472,820 equity shares held by the UGRO Employees Benefit Trust, representing 1.59% of the company's share capital. As per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the trustees of this trust are not entitled to vote in respect of shares held by the trust.

Voting results across all stakeholder groups

Beyond equity shareholders, the scheme was also voted upon by secured creditors (including secured non-convertible debenture holders) and unsecured creditors (including unsecured non-convertible debenture holders). All three groups voted in favour with significant majorities, as detailed below.

What the numbers show

The revised equity shareholder data reflects near-unanimous support for the amalgamation. Promoter and promoter group members, who are not stated to have an interest in the agenda, voted 100% in favour. Public institutional shareholders also cast 100% of their polled votes in support. Public non-institutional shareholders recorded a 99.9980% approval rate by number of votes, with only 1,071 votes cast against out of 53,783,331 polled. The negligible dissent across all stakeholder categories indicates broad alignment with the proposed merger.

Ugro Capital Limited allotted commercial papers worth ₹14.66 crore on September 17, 2026. The Investment and Borrowing Committee of the Board approved the issuance pursuant to Regulation 30 of the SEBI Listing Regulations.

The company disclosed the allotment details to the stock exchanges, confirming the transaction was executed on Thursday, September 17, 2026. The securities are proposed to be listed.

Deal Terms

The commercial papers carry a face value of ₹5,00,000 per security. They were issued at a price of ₹4,88,563.50 each. The total issue value stands at ₹14,65,69,050.

The redemption value for the tranche is ₹15,00,00,000. Yes Bank Limited acted as the Issue Principal Agent (IPA) for the placement.

What the Numbers Show

The difference between the total redemption value of ₹15,00,00,000 and the issue value of ₹14,65,69,050 indicates the implied interest cost for the 96-day tenure. This structure reflects standard discount issuance practices for short-term corporate debt.