Profectus Capital Amalgamates into UGRO Capital under NCLT Order; Meetings Directed for Stakeholders

Profectus Capital Amalgamates into UGRO Capital under NCLT Order; Meetings Directed for Stakeholders​

Ugro Capital Limited has received the certified copy of an order from the National Company Law Tribunal (NCLT) directing a scheme of amalgamation, wherein Profectus Capital Private Limited will merge into Ugro Capital. The decision follows a comprehensive review by the Board of Directors and addresses conditions set by the Reserve Bank of India for the acquisition.

The certified NCLT Order, dated August 6, 2026, was received by Ugro Capital on August 12, 2026. This order mandates that meetings must be convened within 90 days to allow Equity Shareholders, Secured Creditors, and Unsecured Creditors of both companies the opportunity to consider and approve the proposed Scheme.

Overview of the Amalgamation Scheme​

The scheme involves the amalgamation of Profectus Capital Private Limited (the Transferor Company) into Ugro Capital Limited (the Transferee Company). The Board of Directors of both entities approved the merger at their respective Board Meetings held on January 8, 2026. The appointed date for the scheme is April 1, 2026.

The amalgamation is intended to consolidate the entire business of Profectus Capital with Ugro Capital and fulfills conditions set by the RBI regarding the acquisition. The proposed merger aims to achieve several strategic goals, including:

• Strengthening the combined entity's asset mix through higher secured assets to boost Emerging Market and Embedded Finance businesses.
• Achieving significant geographic and product alignment in secured Loan Against Property (LAP) and Machinery Finance.
• Realizing operational synergies that will enhance value for stakeholders.
• Improving organizational capacity by pooling diverse human capital.

Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, no financial consideration will be issued upon the amalgamation.

Financial Snapshot at Scheme Approval​

The structure and capital base of both Applicant Companies are detailed below, as approved by their respective Boards.

Transferor Company (Profectus Capital Private Limited):


Transferee Company (UGRO Capital Limited):

NCLT Directives and Stakeholder Meetings​

The Tribunal has directed the convening of meetings for all concerned stakeholders. The meetings are required to be held via Video Conferencing or other Audio Visual Means (VC/OAVM).

Details regarding the stakeholder classes under consideration include:


The Tribunal found it satisfactory that the requirement for holding a meeting of Equity Shareholders of the First Applicant Company could be dispensed with, given the consent affidavits obtained from all seven equity shareholders. However, meetings are directed for the remaining stakeholders across both companies to consider and approve the proposed Scheme.

UGROCAP Stock Price Movement​

Today, Ugro Capital Limited's stock shed value, settling at ₹93.27 after slipping 1.98% in trading. The equity saw significant activity, with a total traded volume reaching 229,604 shares.