Ugro Capital announces an acquisition

The amalgamation was not yet finally approved in the 19 August 2026 filing; it was still a proposed Scheme being placed before NCLT-convened shareholder and creditor meetings. Accordingly, the filing extract does not provide a verifiable approved share-swap ratio or a numeric pro-forma book value per share. ^[1]

The key distinction is that the accounting adjustments may affect reported book value, while the reported expectation is that they will not reduce regulatory CAR. ^[2]

The AUM and portfolio-mix figures cannot be quantified from the cited filing. The available filing is a procedural intimation of the proposed amalgamation of Profectus Capital Private Limited into UGRO Capital; it does not reproduce the valuation report, the Scheme’s portfolio tables, or Profectus’s AUM and sector-wise composition ^[1].

Accordingly:

• Profectus AUM being consolidated: Not reported in the cited extract.
• Change in sectoral exposure: Cannot be calculated without Profectus’s sector-wise AUM and UGRO’s standalone sector-wise AUM on the same date.
• Change in MSME concentration: Cannot be calculated without the MSME AUM share for both entities on a comparable basis.

The required calculation would be:

• Combined AUM = UGRO standalone AUM + Profectus AUM
• Combined MSME concentration = `(UGRO MSME AUM + Profectus MSME AUM) / combined AUM`
• Change in concentration = combined MSME concentration − UGRO standalone MSME concentration

The filing confirms that the transaction is a proposed consolidation, subject to the Scheme process and NCLT-convened shareholder and creditor meetings; it does not provide the quantitative mix needed to assess how the combined portfolio changes ^[1].

Appointed Date: The Scheme defines 1 April 2026, being the opening of business hours on that date, as the Appointed Date. This is the date from which the merger is intended to have accounting effect once the Scheme becomes operative; it is not, by itself, evidence that the merger has already taken effect. ^[3]

The remaining process is:

1. Stakeholder approval at the NCLT-convened meetings. Separate meetings are scheduled for the equity shareholders of UGRO Capital and the secured and unsecured creditors of the relevant entities. The creditor meetings are scheduled for 21 September 2026, and the UGRO Capital shareholder and creditor meetings for 22 September 2026. ^{[4] [4]}

2. Completion of voting formalities and reporting. The scrutinizer’s report and meeting results must be finalised and reported. The NCLT-directed process also requires the prescribed reporting of meeting outcomes and filing of an affidavit of service within the applicable timeframe. ^[5]

3. Further NCLT sanction. Approval at the court-convened meetings is not the final approval. The Scheme must subsequently be sanctioned by the NCLT; the available reporting expressly describes the current meeting direction as procedural and says that NCLT sanction is still required before the Scheme becomes effective. ^[6]

4. Post-sanction effectiveness formalities. The certified NCLT sanction order and any other conditions specified in the Scheme must be completed before accounting implementation. The cited disclosure does not reproduce the Scheme’s full effectiveness clause or specify a separate Registrar of Companies filing deadline, so that filing and the exact “effective date” trigger should be verified against the sanctioned Scheme and final NCLT order.

For clarity, the RBI approval dated 25 February 2026 and the NSE and BSE no-objection letters dated 9 and 10 July 2026 are described as already obtained, rather than remaining conditions. ^[7] Thus, the key gating sequence is: stakeholder approval → scrutinizer/NCLT filings and reports → final NCLT sanction → completion of the Scheme’s post-sanction effectiveness formalities, after which accounting can be applied from 1 April 2026.