NCLT Directs Meeting of Shareholders and Creditors for Ugro Capital, Profectus Capital Amalgamation
The National Company Law Tribunal (NCLT), Mumbai Bench, has issued an order directing the scheduling of meetings for shareholders and creditors of Ugro Capital Limited in connection with the proposed Scheme of Amalgamation involving Profectus Capital Private Limited. The decision was pronounced on August 6, 2026.The Scheme involves the amalgamation of Profectus Capital Private Limited (PCPL) into Ugro Capital Limited. This consolidation aims to combine PCPL's business operations with those of UGRO Capital and is being implemented in line with requirements set forth by the Reserve Bank of India for the acquisition of PCPL by UGRO Capital.
The combined entity resulting from the scheme intends to possess a strengthened asset mix with higher secured assets, thereby providing impetus to Scale Emerging Market and Embedded Finance businesses. The rationale also highlights achieving significant geographic and product alignment in Secured Loan Against Property (LAP) and Machinery Finance. Furthermore, the amalgamation is set to result in operational synergies, reduced management overlaps, and improved organizational capability through the pooling of diverse human capital.
NCLT Directions for Stakeholder Meetings
The NCLT directed that meetings for the Equity Shareholders, Secured Creditors, and Unsecured Creditors of both Applicant Companies must be convened and held within 90 days of the Order being uploaded on the NCLT website. The meetings are to be conducted through Video Conferencing or Other Audio Visual Means (VC/OAVM).The Tribunal directed that the following parties’ meetings should be convened:
- Equity Shareholders of Ugro Capital Limited
- Secured Creditors of Profectus Capital Private Limited
- Unsecured Creditors of Profectus Capital Private Limited
- Secured Creditors of Ugro Capital Limited
- Unsecured Creditors of Ugro Capital Limited
Financial Structure and Scheme Overview
The Board of Directors of both companies approved the Scheme of Amalgamation at their respective Board Meetings held on January 8, 2026. The Appointed Date for the scheme is set as April 1, 2026.Details regarding the share capital structure of the Applicant Companies are provided below:
Profectus Capital Private Limited (Transferor Company)
| Particulars | Amount in Rupees |
|---|---|
| Authorized Share Capital | |
| Equity Shares (INR 10 each) | 9,80,00,00,000 |
| Preference Shares (INR 10 each) | 20,00,00,000 |
| Total Authorized Capital | 10,00,00,00,000 |
| Issued/Subscribed & Paid-up Share Capital | |
| Equity Shares (INR 10 each) | 7,50,29,95,860 |
UGRO Capital Limited (Transferee Company)
| Particulars | Amount in Rupees |
|---|---|
| Authorized Share Capital | |
| Equity Shares (INR 10 each) | 2,49,50,00,000 |
| Preference Shares (INR 10 each) | 20,50,00,000 |
| Total Authorized Capital | 2,70,00,00,000 |
| Issued/Subscribed & Paid-up Share Capital | |
| Equity Shares (INR 10 each) | 1,54,70,67,530 |
Creditor and Shareholder Status
The Tribunal examined the status of stakeholders across both companies:| Company | Class of Stakeholders | Number of Stakeholders | Total Outstanding Value | NCLT Direction |
|---|---|---|---|---|
| Profectus Capital Private Limited | Equity Shareholders | 7 | Not specified | Meeting dispensed with (100% consent affidavits obtained) |
| Secured Creditors | 28 | Rs. 16,40,85,73,458/- | Meeting to be convened | |
| Unsecured Creditors | 91 | Rs. 40,01,51,536/- | Meeting to be convened | |
| UGRO Capital Limited | Equity Shareholders | 38,752 | Not specified | Meeting to be convened |
| Secured Creditors | 67,665 | Rs. 80,639,408,432/- | Meeting to be convened | |
| Unsecured Creditors | 1,800 | Rs. 11,50,54,32,527/- | Meeting to be convened |
As PCPL was a wholly owned subsidiary of UGRO Capital, upon the effectiveness of the Scheme, no consideration will be issued by the Transferee Company, and the entire share capital of the Transferor Company held by the Transferee Company shall stand cancelled.
UGROCAP Stock Price Movement
Ugro Capital Limited shares slipped today, settling at ₹95.08 after shedding 1.21% from the previous close. The equity saw a total traded volume of 451,590 shares during the session.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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