Ugro Capital Files Amalgamation Scheme with NCLT Mumbai Bench
M&A
● No Immediate Change
MEDIUM RISK
📅 Filed on BSE: 17 Jul 2026, 05:41 PM IST · BSE ID: 23f614dd-64a0-4259-9a20-62cfa4c810f3
View Original BSE Filing (PDF)
💡
In Simple Terms
Ugro Capital and Profectus Capital have submitted their merger plan to the NCLT for official approval.
🤖 AI Summary
- Ugro Capital and Profectus Capital filed a Company Application for Scheme of Amalgamation with NCLT Mumbai on July 16, 2026.
- The Scheme involves Profectus Capital Private Limited as the Transferor Company and UGRO Capital Limited as the Transferee Company.
- This follows Board of Directors' approval on January 08, 2026, for the Scheme of Amalgamation.
- Observation Letters from Stock Exchanges were received on July 10, 2026, regarding the proposed amalgamation.
- The Scheme requires further approvals, including shareholders, creditors, NCLT sanction, and other regulatory bodies.
🏢 How This Affects the Company
This step advances the formal process for the amalgamation of Profectus Capital into Ugro Capital, potentially integrating their respective business operations.
The amalgamation, if sanctioned, could lead to a combined entity with altered balance sheet size and financial metrics, subject to the terms of the Scheme.
Successful amalgamation would integrate Profectus Capital's operations and workforce into Ugro Capital, impacting overall operational structure and scale.
The Scheme remains subject to multiple approvals, including NCLT sanction and regulatory clearances, introducing execution risk until completion.
👥 What This Means For Shareholders
✅
Action Required
No immediate action is required by shareholders based on this filing, as it is a procedural update on the amalgamation process.
👤
Who Is Affected
Shareholders of Ugro Capital will eventually be affected by the amalgamation's terms, as their investment will reflect the combined entity's performance upon scheme sanction.
🔍
Management Signal
The filing signals management's commitment to advancing the proposed amalgamation of Profectus Capital, having completed necessary pre-NCLT steps.
For information only. Not investment advice. ForgeUp is not SEBI-registered.
👁 Watch List — track these upcoming events
NCLT Mumbai Bench decision on the Scheme of Amalgamation.
Outcome of shareholder and creditor meetings regarding the Scheme.
Receipt of other necessary regulatory/statutory approvals for the Scheme.
MEDIUM RISK
The amalgamation is subject to multiple regulatory and stakeholder approvals, introducing uncertainty regarding its completion.
💡 Investor Takeaway
Ugro Capital Limited and Profectus Capital Private Limited formally filed their Scheme of Amalgamation with the NCLT Mumbai Bench on July 16, 2026, a key procedural step. This follows Board approval on January 08, 2026, and remains subject to shareholder, creditor, and NCLT sanctions.
⚖️ Strengths & Concerns
✅ Positives
- The filing demonstrates progress on a previously announced amalgamation, moving from Board approval to NCLT application.
- Receipt of Observation Letters from Stock Exchanges indicates initial review by regulatory bodies before NCLT submission.
⚠️ Concerns
- The Scheme's finalization is contingent on several future approvals, including shareholders, creditors, and NCLT, indicating remaining uncertainty.
- Specific financial terms or expected benefits of the amalgamation are not detailed in this particular regulatory disclosure.
📅 Company Track Record
A past filing on March 18, 2026, indicated Ugro Capital closed a Share Purchase Agreement for the acquisition of Datasigns Technologies, though no deal value or terms were disclosed.
Based on publicly available historical data. For context only.
❓ Frequently Asked Questions
What is the latest development in Ugro Capital's amalgamation with Profectus Capital?
Ugro Capital Limited and Profectus Capital Private Limited filed a Company Application for their Scheme of Amalgamation with the Hon'ble National Company Law Tribunal, Mumbai Bench on July 16, 2026.
When did Ugro Capital's Board approve the amalgamation scheme?
The Board of Directors of Ugro Capital Limited approved the Scheme of Amalgamation with Profectus Capital Private Limited on January 08, 2026.
What approvals are still required for the Ugro Capital amalgamation scheme?
The Scheme requires approvals from shareholders and creditors of Ugro Capital, sanction from the National Company Law Tribunal, and other regulatory/statutory approvals as needed.
When did Ugro Capital receive observation letters from the Stock Exchanges for the amalgamation?
Ugro Capital Limited received the Observation Letters from the Stock Exchanges regarding the Scheme of Amalgamation on July 10, 2026.
Questions based on this BSE filing only. For information purposes.