Ugro Capital and Profectus Capital Advance Scheme of Amalgamation, Receive Observations from BSE and NSE
Ugro Capital Ltd has confirmed significant progress in its ongoing scheme of amalgamation involving itself and Profectus Capital Private Limited. The Transferee Company has received key observation letters from both the National Stock Exchange of India Limited (NSE) and BSE Limited, which are necessary steps to enable the company to file the scheme with the Hon'ble National Company Law Tribunal (NCLT).The amalgamation concerns the merging of Profectus Capital Private Limited (Transferor Company or PCPL) and UGRO Capital Limited (Transferee Company or UGRO Capital) and their respective shareholders. This process is proceeding under applicable provisions of the Companies Act, 2013.
In a move signaling momentum toward filing with the NCLT, Ugro Capital announced that it has received observation letters from both exchanges dated July 9, 2026 (NSE) and July 10, 2026 (BSE). These observations are crucial for validating the draft scheme of arrangement.
The exchanges' review focused on several areas, including compliance with financial requirements, transparency regarding ongoing proceedings, and disclosure commitments. The companies involved must ensure that all liabilities of the Transferor Company are transferred to the Transferee Company as part of the process.
Key conditions and obligations noted in the observation letters include:
| Area | Requirement / Condition |
|---|---|
| Financials | Financial statements used for valuation reports must not be more than six months old. |
| Disclosure | Both entities are required to disclose pre and post scheme details of assets, liabilities, net worth, and revenue. |
| Transparency | Companies must ensure all relevant observations from SEBI/Stock Exchanges are incorporated into the petition filed before NCLT. |
| Process | The validity of the observation letters is six months from their respective receipt dates, within which the scheme must be submitted to the NCLT. |
The management of UGRO Capital stated that while the companies have received these observations, they must still ensure compliance with various prerequisites before filing the petition with the NCLT. These include securing necessary approvals from shareholders and creditors, as well as obtaining sanction from the National Company Law Tribunal and other statutory authorities.
The exchanges confirmed their 'No Objection' contingent upon the completion of necessary due diligence and the proper disclosure of all required information by the companies, thereby enabling Ugro Capital to move forward with filing the draft scheme.
UGROCAP Stock Price Movement
Today, Ugro Capital Limited shares edged higher, settling at ₹98.01 after gaining 3.46% in post-market trading. The stock saw robust activity, with 329,168 shares traded and closing near its daily high of ₹98.49.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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