Amalgamation/Merger

12th August 2026 BSE Limited National Stock Exchange of India Limited 25th Floor, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G Block, Bandra - Kurla Complex, Fort, Mumbai- 400001 Bandra (E), Mumbai - 400 051 Scrip code: 511742 Symbol: UGROCAP Sub: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”) intimating receipt of the certified copy of NCLT Order dated 6th August 2026 directing the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company in connection with the Scheme of Amalgamation. Ref: Scheme of Amalgamation between Profectus Capital Private Limited (“Transferor Company” or “PCPL”) and UGRO Capital Limited (“Transferee Company” or “UGRO Capital”) and their respective shareholders under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Dear Sir/ Madam, This is in furtherance to our earlier intimation dated August 07, 2026, regarding the receipt of the NCLT Order in relation to the Scheme with the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench. In this regard, we wish to inform the you that the certified copy of the NCLT Order directing the convening of meeting of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company within 90 days of the Order for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing or other audio-visual means (“VC/ OAVM”) has been received on 12th August 2026 by the Company. The certified copy of the Order enclosed is also available on the website of the Company at www.ugrocapital.com. The Scheme remains subject to applicable regulatory and other approvals. The Company will keep the Stock Exchanges informed of further developments in relation to the Scheme. Kindly take the above on record. Yours faithfully, For UGRO Capital Limited Satish Kumar Company Secretary and Compliance Officer UGRO CAPITAL LIMITED Registered Office Address: B-17, Fourth Floor, Art Guild House, Phoenix Market City, Kurla (West), Mumbai- 400070 CIN: L67120MH1993PLC070739 Telephone: +91 22 68269100 I E-mail: info@ugrocapital.com I Website: www.ugrocapital.com IN TIIE NATIONAL COMPAI\Y LAW TRIBIJNAL MI]MBAIBENCH-I c.A.(cAA) NO. 141 (MB')t2026 In the matter ofsections 2i0 to 232 and other applicable provisions ofthe Companies Act, 201j read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016' In the matter of Scheme of Amalgamation Between Profectus Capital Prtvate Limited ("Transferor Company" or " First Applicant Company") and (JGRO Capittt Limited ("Transferee Company" or "second Applicant Company") and their respective shareholders and creditors ('Scheme') In the matter of; PROFECTUS CAPITAL PRTVATE LI1VIITED CIN : U65999MH 2017 PT C29 59 67 ....First Applicant Company Transferor Company UGRO CAPITAL LIMITED CIN: L67120MHI 993PLC070739 ....Second Applicant Company / Transferee Company [colleaivelY relerreil to as the " Applicant C o m P anies Order pronounced on 06.08.2026 {r,fid' IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I ffiffi c.A. (cAA) NO.r4llMB/2026 Coram: Shri Prabhat Kumar Shri Sushil Mahadeorao Kochey Membe( Technical) Member (Judicial) Appearances: For the Applicant Companies : Adv. Tanaya Sethi ORDER The Applicant companies have f led an Application seeking directions from this Tribunal in the Scheme of Arrangement between pRoFECTUs CAPITAL PRMTE LIIIITED (..First Applicanr Company /Iransferor Company'') CIN No. A66g94lMIImfiIlIC2gSWI and UGRO CAPITAL LMITED, CIN No. L6Zt20MHl9g3pLCO7O73g (..Second Applicant company/ Transferee company') and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 (.Scheme,) read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 prayirlg for followiag reliefs: Dispensation of the meetings of the Equity Sharehorders of the First Applicant Company on the basis of the consent affrdavits obtained from all the Equity Shareholders. Directions for convening and holding the meeting of the Secured Creditors of the First Applicant Company through Audio_Visual means for considering and approving the proposed Scheme. iii. Dispensation of the meeting of the Unsecured creditors of the First Applicant Company on the basis of the consent affidavits obtained from all the Unsecured Creditors. Directions for convening and holding separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Second Applicant Company tbro,rgh Audio Visual means for considering and approving the proposed Scheme. Directions to serve notice of the Scheme lication ffi 2 ffi IN T}IE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I c.A. (cAA) NO. 14 l/lvlB/2026 upon the statutory/regulatory authorities, including the Regional Director (Western Region), Registrar Companies, Official Liquidator, Income Tax Authorities and such other authorities as may be applicable, and for issuance of consequential directions in accordance with law. vt. Such other and further orders as this Tribunal may deem fit in the facts and circumstances of the case. 2 It is submitted that the details of the Applicant Companies are as under: a. PROFECTUS CAPITAL PRfVATE LIMITED' is a company incorporated under the Companies Act, 2013 on 09'06'2017' having its registered office situated at B'17 , Fourth Floor, Art Guild House' Pheonix Market City, Kurla (West), Mumbai400070' With effect from 0l .04.2026 theregistered offlrce of the First Applicant Company has been shiftedtoofficeNo.38,35to40,3rdFloor,PhoenixParagonPlaza, LBS Marg, Kurla, Mumbai400070' The First Applicant Company is a non-deposit taking Non-Banking Financial Company (NBFC)' classified as a Middle Layer NBFC and registered with the Reserve Bank of India' It is primarily engaged in providing secured lending and factoring servicestoMicro,smallandMediumEnterprises(MSMEs).TheNon- Convertible Debentures (NCDs) of the First Applicant Company are listed on the National Stock Exchange of India Limited (NSE). The First Applicant Company is a wholly owned subsidiary company of UGRO Capital Limited, Second Applicant Company' b.uGRO CAPITAL LIlVflTED, is a company incorporated under Companies Act, 1956 on 10.02.1993 having its registered office S at Equinox Business Park, Tower 3, Fourth Floor, Off BKC' LB ffi Kurla, Mumbai - 400070. With effect from 13'03'2026' the re {ato a ofhce of the Second Applicant Company is shifted to B-17' Fourth Art Guild House, Pheonix Market City, Kurla (West), Mumbai - 400070' ffi IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I C.A. (CAA) NO. l4lA,IB/2025 The Company was originally incorporated as "Chokhani Securities Private Limited", which was subsequently renamed as ..Chokhani Securities Limited" on 26.07.1994 and thereafter as ..UGRO Capital Limited" on 26.09.2018. The equity shares and Non_Convertible Debentures of the Second Applicant company are listed on BSE Limited and the National Stock Exchange of India Limited. The second Applicant Company is a non-deposit taking NBFC, classified as a Middle Layer NBFC and registered with the Reserve Bank of India. It is primarily engaged in providing financial products, including business loans, loans against property, machinery and equipment finance, and working capital support to MSMEs. 3 The Board of Directors of the respective Applicant Companies have approved the scheme of Amargamation at their respective Board Meeting held on 08.01.2026. 4 The Appointed Date frxed under the Scheme is the opening of business hours on 01.04.2026. Overview of the Scheme: The Scheme is divided into the following parts: PART I Background of the Companies and the rationale of the Scheme. PART II De/initions and Share Capital PART III Amalgamation of rhe Transferor Company into the Transferee Company. PART IV Adjustme [Showing first 8,000 characters — download PDF for full document]