UGRO Capital Limited, a prominent MSME financing company, has announced a board meeting scheduled for January 8, 2026, to consider the amalgamation of its wholly owned subsidiary Profectus Capital Private Limited. The company previously reported robust growth with AUM reaching Rs 12,081.00 crores and announced the Rs 1,400.00 crore acquisition of Profectus Capital.

Board Meeting Agenda

Pursuant to Regulation 29 of SEBI Listing Regulations, UGRO Capital's board will convene to address several key matters:

Trading Window Closure

The company has implemented trading restrictions in compliance with insider trading regulations. The trading window remains closed from December 30, 2025, until 48 hours after the declaration of unaudited financial results for the quarter ended December 31, 2025. Additionally, specified persons holding unpublished price sensitive information regarding the proposed merger will face extended trading restrictions.

Strategic Context

This board meeting represents a significant step in UGRO Capital's previously announced acquisition strategy. The company had earlier reported:

Expansion Benefits

The Profectus Capital amalgamation is expected to significantly enhance UGRO's market presence by adding 28 additional branches across 7 new states. This strategic move aligns with the company's medium-term target of achieving Rs 20,000.00 crores in AUM and strengthening its position as a leading MSME lender.

Regulatory Compliance

The amalgamation process will be conducted under the provisions of the Companies Act, 2013, ensuring compliance with all regulatory requirements for shareholders and creditors of both entities. The company has maintained transparency by providing timely intimation to stock exchanges as required under SEBI regulations.

UGRO Capital has made a significant reversal in its debt market strategy, deciding to re-open the issuance of Non-Convertible Debentures (NCDs) worth ₹100 crores under Series 2. This decision comes just two days after the company had withdrawn the proposed issuance on December 22, 2025.

Recent Developments in NCD Issuance

The company's latest corporate action demonstrates the dynamic nature of capital market decisions. The timeline of recent events shows the company's evolving approach to debt fundraising:

Original NCD Structure and Features

The company's Investment and Borrowing Committee had previously approved a comprehensive NCD structure with attractive features for investors:

Strategic Implications

The re-opening of the NCD issuance indicates UGRO Capital's continued focus on diversifying its funding sources through debt market instruments. The decision to reverse the withdrawal suggests that market conditions or internal strategic considerations have evolved favorably for the issuance.

The NCDs offer several attractive features including a competitive 9.50% annual coupon rate with monthly payments, strong security backing through first-ranking charge on loan receivables, and a relatively short 15-month tenure. The green shoe option provides additional flexibility to raise up to ₹200 crores in total if market demand warrants.

Market and Regulatory Compliance

UGRO Capital has maintained full transparency regarding these developments, promptly informing both BSE Limited and National Stock Exchange through regulatory filings under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has also made this information available on its corporate website at www.ugrocapital.com .

This development will be closely watched by investors and market participants as an indicator of the company's capital allocation strategy and market confidence in its debt instruments. The successful placement of these NCDs could provide UGRO Capital with additional resources for expanding its lending activities and supporting business growth in the financial services sector.