BSECompany Update1d ago · 18 Aug 2026, 07:27 pm
Intimation under Regulation 30 of SEBI LODR- letter with weblink and QR code for covering separate meetings of equity shareholders, secured creditors and unsecured creditors.
Ugro Capital Ltd · 511742
✦ AI SummaryM&A
Ugro Capital Ltd has announced the convening of separate meetings of equity shareholders, secured creditors, and unsecured creditors for the purpose of considering and approving the proposed scheme of amalgamation with Profectus Capital Private Limited, as per the directions of the National Company Law Tribunal.
Analysis Scores
Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk3/10
Liquidity Impact7/10
Market Sentiment5/10
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Full Announcement
Ugro Capital Ltd - 511742 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement
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18th 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: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations, 2015 (“Listing Regulations”) enclosing the letter with
weblink and QR Code for convening separate meetings of Equity Shareholders, Secured Creditors
(including Secured Non-Convertible Debentures) and Unsecured Creditors (including Unsecured
Non-Convertible Debentures) of the Company in connection with the Scheme of Amalgamation
pursuant to the NCLT Order dated 6th August 2026.
Ref: Scheme of Amalgamation between Profectus Capital Private Limited (“Transferor Company”
or “PCPL”) with UGRO Capital Limited (“Transferee Company” or “UGRO Capital”) and their
respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other
applicable provisions of the Companies Act, 2013 (“Scheme”)
Dear Sir/ Madam,
In furtherance to our earlier intimation dated 14th August 2026 regarding the convening of separate meetings
of the Equity Shareholders, Secured Creditors (including Secured Non-Convertible Debentures) and
Unsecured Creditors (including Unsecured Non-Convertible Debentures) for the purpose of considering,
and if thought fit, approving the proposed Scheme, this is to inform that physical letter regarding convening
of the respective Meeting(s) of the Equity Shareholders, Secured Creditors (including Secured Non-
Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures) in
compliance with the Order dated 6th August 2026 as sanctioned by the National Company Law Tribunal,
Mumbai Bench, containing a weblink and QR code, through which the notice, explanatory statement under
Sections 102 and 230(3) and other applicable provisions of the Act read with Rule 6 of the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016 and all annexures can be accessed, has
been dispatched by the Company, to those Equity Shareholders, Secured Creditors (including Secured Non-
Convertible Debentures) and Unsecured Creditors (including Unsecured Non-Convertible Debentures)
whose e-mail addresses are not registered/not available with the Company, the depositories, the registrar
and transfer agent or other relevant records, as applicable.
The aforesaid copy of physical letter is attached herewith as:
Equity Shareholders;
Secured Creditors (including Secured Non-Convertible Debentures); and
Unsecured Creditors (including Unsecured Non-Convertible Debentures).
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
The aforesaid Notice and Explanatory Statement, along with the accompanying documents are also being
made available on the website of the Company on www.ugrocapital.com
Kindly take the above on record.
Yours faithfully,
For UGRO Capital Limited
Satish Kumar
Company Secretary and Compliance Officer
Encl: a/a
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
18th August 2026
The Equity Shareholders of UGRO Capital Limited
Dear Member,
Subject: Web-link and QR code of the notice of the meeting of the Equity Shareholders of UGRO Capital
Limited convened as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench
(“Tribunal”)
We are pleased to inform you that, as per the directions of the Hon’ble Tribunal vide Order dated 6th August 2026,
the Meeting of the Equity Shareholders of UGRO Capital Limited (“Transferee Company” or “Company”) is
scheduled to be held on Tuesday, 22nd September, 2026 at 10:30 A.M. (IST) through video conferencing (“VC”)
/ other audio-visual means (“OAVM”), in compliance with the various circulars issued by Ministry of Corporate
Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) from time to time, to consider, and if
thought fit, to approve the Scheme of Amalgamation of Profectus Capital Private Limited (“Transferor
Company”) with UGRO Capital Limited (“Transferee Company”) and their respective shareholders and creditors
under Sections 230 – 232 read with Section 52 and other applicable provisions of the Companies Act, 2013
(“Scheme”).
The notice of this Meeting, along with the explanatory statement and annexures thereto (“Notice”) is being sent
by electronic mode to the Equity Shareholders whose names appear in the register of members/list of beneficial
owners of the Company as on 30th June 2026 and whose e-mail addresses are registered/available with the
Company, the depositories, the registrar and transfer agent or other relevant records, as applicable.
Since your e-mail address is not registered/available in the records of the Company, the depositories, the registrar
and transfer agent or other relevant records, as applicable, we are unable to send the Notice to you by electronic
mode. Accordingly, this letter is being sent to provide you with the web-link and QR Code for
accessing/downloading the Notice:
Link for accessing the Notice: https://www.ugrocapital.com/investor-
relation?cat=DISCLOSURES&subcat=SCHEME_OF_AMALGAMATION#DISCLOSURES
QR Code for accessing the Notice:
Further, a copy of this Notice and the accompanying documents will be available on the website of the Company
viz. www.ugrocapital.com and also on the website of National Stock Exchange of India Ltd. (“NSE”) and BSE
Limited (“BSE”) at www.nseindia.com and www.bseindia.com respectively, and on the website of the NSDL at
www.evoting.nsdl.com
Please note that as an Equity Shareholder, you are always entitled to receive, on request, a physical copy of the
Notice along with the explanatory statement, free of cost.
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 49194400 I E-mail: info@ug rocapital.com I Website: www.ugrocapital.com
Thanking you.
For and on behalf of UGRO Capital Limited
Sd/-
Satish Kumar
Company Secretary & 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 49194400 I E-mail: info@ug rocapital.com I Website: www.ugrocapital.com
18th August 2026
The Secured Creditors (including Secured Non-Convertible Debenture Holders) of UGRO Capital Limited
Dear Secured Creditor,
Subject: Web-link and QR code of the notice of the meeting of the Secured Creditors (including Secured
Non-Convertible Debenture Holders) of UGRO Capital Limited convened as per the directions of the
Hon’ble National Company Law Tribunal, Mumbai Bench (“Tribunal”)
We are pleased to inform you that, as per the directions of the Hon’ble Tribunal vide Order dated 6th August 2026,
the Meeting of the Secured Creditors (including Secured Non-Convertible Debenture Holders) of UGRO Capital
Limited of UGRO Capital Limited (“Transferee Company” or “Company”) is scheduled to be held on Tuesday,
22nd September, 2026 at 12.15 P.M. (IST) through video conferencing (“VC”) / other audio-visual means
(“OAVM”), in compliance with the various circulars issued by Ministry of Corporate Affairs (“MCA”) and
Securities and Exchange Board of India (“SEBI”) from time to time, to consider, and if thought fit, to approve the
Scheme of Amalgamation of Profectus Capital Private Limited (“Transferor Company”) with UGRO Capital
Limited (“Tran
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