UGRO Capital Limited (NSE:UGROCAP) disclosed on 7 August 2026 that the NCLT Mumbai Bench, via its order dated 6 August 2026, has directed meetings of its equity shareholders, secured creditors, and unsecured creditors to consider the proposed amalgamation of wholly owned subsidiary Profectus Capital Private Limited into UGRO Capital.
Key Highlights
- The NCLT Mumbai Bench, in C.A.(CAA) No. 141 (MB)/2026, directed shareholder and creditor meetings to be held within 90 days of the order being uploaded on the NCLT website.
- Profectus Capital Private Limited is a wholly owned subsidiary of UGRO Capital; consequently, no new shares will be issued and the equity shareholding pattern of UGRO Capital will remain unchanged upon scheme effectiveness.
- The board of directors of both companies approved the Scheme of Amalgamation on 8 January 2026, with an appointed date of 1 April 2026.
- The scheme remains subject to applicable regulatory and other approvals, including the outcome of the court-convened meetings and subsequent NCLT sanction.
About the Company
UGRO Capital Limited (NSE:UGROCAP), headquartered in Mumbai, is a non-deposit taking NBFC registered with the Reserve Bank of India and classified as a Middle Layer NBFC. Listed on both BSE and NSE, the company provides business loans, loans against property, machinery and equipment finance, and working capital support primarily to micro, small and medium enterprises across India.
Announcement in Detail
The NCLT Mumbai Bench, in its order dated 6 August 2026, directed that separate meetings of the equity shareholders, secured creditors, and unsecured creditors of UGRO Capital be convened within 90 days of the order being uploaded on the NCLT website (nclt.gov.in), via video conferencing or other audio-visual means. For Profectus Capital, equity shareholder and unsecured creditor meetings were dispensed with based on consent affidavits; only a meeting of secured creditors of Profectus Capital was directed.
The scheme rationale, as stated in the filing, includes consolidating PCPL's business into UGRO Capital in line with a condition attached to the RBI approval for UGRO Capital's earlier acquisition of PCPL. The filing states that no consideration will be issued upon amalgamation, since PCPL is wholly owned by UGRO Capital, and PCPL's entire share capital will be cancelled on scheme effectiveness.
Impact on Investors
The disclosed terms indicate no change to UGRO Capital's equity shareholding pattern upon scheme effectiveness, since Profectus Capital is already a wholly owned subsidiary. Investors will note that this is the NCLT meeting-direction stage, which is a procedural step; the scheme still requires approval at the court-convened meetings and subsequent NCLT sanction before it becomes effective.
The filing shows the appointed date for the amalgamation is set at 1 April 2026, meaning accounting consolidation, once approved, will be effective from that date. Shareholders will observe that the scheme filing states all creditors of both entities will be satisfied in full in the ordinary course of business by the transferee company, UGRO Capital.
Sector / Market Context
India's NBFC sector has seen increasing consolidation activity, with the RBI encouraging rationalisation of group entities to reduce regulatory and compliance duplication. The RBI's scale-based regulatory framework, introduced in 2021 and periodically updated, places heightened compliance requirements on Middle Layer NBFCs such as UGRO Capital, providing an operational context for subsidiary mergers aimed at reducing management overlap.