Ugro Capital announces an acquisition

The cited exchange filing coverage confirms that UGRO Capital and Profectus Capital filed the amalgamation application with the NCLT on 16 July 2026, but it does not reproduce the share-entitlement table or Profectus Capital’s latest audited net worth. ^[1]

Therefore:

• Share swap ratio: Not determinable from the cited scheme extract.
• Implied valuation of Profectus Capital relative to audited net worth: Not calculable from the cited material.

The required calculation is:

`Implied valuation of Profectus Capital ÷ latest audited net worth`

The scheme’s swap ratio, valuation report, UGRO reference share price, number of Profectus shares, and latest audited net-worth figure are needed to compute it.

The merger should have little to no incremental effect on UGRO’s consolidated AUM at the group level, because Profectus Capital is already a wholly owned subsidiary and its business is reflected in UGRO’s consolidated reporting. The scheme primarily transfers Profectus into the parent legally, while improving the consolidated asset mix through a greater share of secured lending and factoring assets.^[2] UGRO’s latest reported consolidated AUM was Rs 15,454 Crores as of December 2025.^[3]

The exact pro-forma AUM figure from the scheme financial statements is not reproduced in the cited material, so an additional AUM amount cannot be quantified without risking a mismatch between AUM and balance-sheet assets. The merger should therefore be viewed as a legal consolidation and mix change, rather than a fresh group-level AUM acquisition.

The projected combined CAR of 23–24% is therefore above UGRO’s approximately 21% standalone position.^[2] For reference, UGRO separately reported consolidated CAR of 21.2% as of March 2026; that is not the same basis as the standalone comparator and should not be substituted for it.^[4]

Implication: the merger is expected to strengthen capital headroom relative to UGRO’s standalone position, even though the pro-forma AUM uplift cannot be stated numerically from the cited scheme extract.

The available announcement confirms only the convening stage, not the full completion timetable. The 6 August 2026 NCLT order directed meetings of equity shareholders and secured and unsecured creditors; its certified copy was received on 12 August 2026. This is a meeting-direction order, not evidence of final scheme sanction. ^{[5] [6]}

Beyond the meetings, the disclosed procedural steps are:

• Publication of notices in *Financial Express* and *Loksatta* and uploading them on the companies’ websites within 30 days. ^[7]
• Conduct of the stakeholder meetings and electronic voting.
• Filing/reporting of the meeting results with the NCLT, together with an affidavit of service within the prescribed timeframe. ^[7]
• A subsequent final NCLT sanction order would ordinarily be required before the amalgamation can become effective, but the retrieved announcement does not provide the proposed hearing date, sanction status, or the precise conditions attached to that order.
• The material also does not specify whether, or within what period, the certified final NCLT order must be filed with the Registrar of Companies, nor does it state the exact ROC filing that will constitute the effective date.

Long-stop date: no defined long-stop date for completion of the amalgamation is disclosed in the cited material. The “within 90 days” reference relates to convening/completing the stakeholder-meeting process, not to completion of the amalgamation itself. ^[5]

Accordingly, the key unresolved items are the final NCLT sanction, any post-sanction ROC filing and related statutory filings, and the scheme’s definition of the effective date. The exact long-stop date and conditions precedent require the operative scheme document or the final NCLT order; they cannot be established from the meeting-direction announcement alone.