UGRO Capital Limited has announced the allotment of 1,00,500 equity shares under its CSL Employee Stock Option Scheme 2017 on January 16, 2026. The Securities Allotment and Transfer Committee of the Board of Directors approved this allotment through a resolution passed by circulation, marking another milestone in the company's employee benefit initiatives.

Share Allotment Details

The allotment involves equity shares with specific pricing and structural parameters that reflect the company's current market positioning.

The shares have been allotted in demat form with distinctive numbers ranging from 155095937 to 155196436. These newly issued equity shares will rank pari-passu with the existing equity shares of the company in all respects, ensuring equal rights and privileges for all shareholders.

Impact on Share Capital Structure

The allotment has resulted in a significant change to UGRO Capital's share capital composition, reflecting the company's growth trajectory.

This increase represents the successful exercise of vested options by eligible employees under the Employee Stock Option Scheme, demonstrating employee confidence in the company's future prospects.

Regulatory Compliance and Scheme Framework

The CSL Employee Stock Option Scheme 2017 operates under the regulatory framework established by SEBI. The scheme was originally institutionalized under the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, and now complies with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Key compliance aspects include:

• No lock-in period applicable on the allotted shares
• Shares issued in demat form for seamless trading
• Full compliance with current SEBI regulations
• Proper disclosure to both BSE Limited and National Stock Exchange of India Limited

Corporate Information

UGRO Capital Limited operates from its registered office at Equinox Business Park, Tower 3, 4th Floor, LBS Road, Kurla (West), Mumbai. The company's shares are listed on both BSE Limited (Script Code: 511742) and National Stock Exchange of India Limited (Symbol: UGROCAP), providing investors with multiple trading platforms for enhanced liquidity.

UGRO Capital Limited's board of directors approved a significant corporate restructuring move on Thursday, January 8, by sanctioning the scheme of amalgamation of its wholly-owned subsidiary, Profectus Capital Private Limited (PCPL), with the parent company. This strategic merger represents a consolidation effort aimed at strengthening the company's market position and operational efficiency.

Regulatory Framework and Approval Process

The merger will be executed under the provisions of sections 230-232 read with Section 52 of the Companies Act, 2013. The amalgamation scheme requires comprehensive regulatory clearances before implementation.

Merger Structure and Implementation

Upon completion of the merger, the shares held by UGRO Capital in PCPL will be cancelled without any further consideration, effectively combining the transferor and transferee entities into a single operational unit. This structure ensures a seamless integration of both companies' assets and operations under the parent entity.

Strategic Rationale Behind the Consolidation

According to the company's exchange filing, the merger is designed to achieve multiple strategic objectives that will enhance the combined entity's market capabilities and operational efficiency.

Business Enhancement Objectives

• Stronger Combined Entity: Creation of a more robust organization with higher proportion of secured assets
• Market Expansion: Boost to emerging market and embedded finance business segments
• Operational Efficiency: Reduction in management overlaps and streamlined decision-making processes
• Cost Optimization: Lower legal and regulatory compliance costs through consolidated operations
• Human Capital Enhancement: Improved organizational capability through pooled human resources

Market Performance

Shares of UGRO Capital Ltd closed at ₹166.00 on the trading day, registering a decline of ₹0.61 or 0.37%. The stock movement reflects normal market fluctuations as investors assess the implications of the announced merger scheme.

The successful completion of this amalgamation will depend on securing all required regulatory approvals and stakeholder consents, marking a significant step in UGRO Capital's corporate restructuring strategy.