UGRO Capital Board Meeting on Jan 8 to Consider Profectus Amalgamation

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:

Agenda Item:	Details
Primary Matter:	Amalgamation of Profectus Capital Private Limited with UGRO Capital Limited
Legal Framework:	Under sections 230-232 of Companies Act, 2013
Secondary Matter:	Increase limit for issuing Commercial Papers
Additional Items:	Other matters with Chair's permission

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 Additionally, specified persons holding unpublished price sensitive information regarding the proposed merger will face extended trading restrictions.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:

Performance Metric:	Achievement
AUM Growth:	31% YoY to Rs 12,081.00 crores
Total Income Growth:	40% YoY to Rs 421.80 crores
Profectus Acquisition Value:	Rs 1,400.00 crores
Expected AUM Addition:	Rs 3,468.00 crores

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.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.22%	-6.55%	-6.58%	-10.78%	-24.37%	+42.60%

UGRO Capital Limited, a DataTech NBFC focused on MSME lending, has announced its financial results for the first quarter of fiscal year 2026, ending June 30, 2025. The company reported significant growth in its Assets Under Management (AUM), total income, and net profit.

Financial Highlights

Assets Under Management (AUM) grew by 31% YoY to ₹12,081.00 crore
Total income stood at ₹421.80 crore, marking a 40% increase year-on-year
Net profit after tax (PAT) rose to ₹34.10 crore, up 12% from the previous year
Net Total Income increased by 31% YoY to ₹216.50 crore

Operational Performance

UGRO Capital's performance in Q1 FY26 demonstrated resilience and growth across various parameters:

Disbursements for the quarter reached ₹1,599.00 crore
The company maintained a stable asset quality with Gross Non-Performing Assets (GNPA) at 2.5% and Net Non-Performing Assets (NNPA) at 1.7% of total AUM

Strategic Developments

The company made significant strides in its growth strategy:

Embedded Finance Growth: The Embedded Finance platform crossed ₹1,000.00 crore in AUM, with Q1 disbursements of ₹582.00 crore through partnerships including PhonePe and BharatPe.
Emerging Market Expansion: UGRO Capital expanded its branch network to 309 operational branches, with plans to reach approximately 346 branches by September 2025.
Capital Raise: The company completed a rights issue of ₹381.00 crore and is in the process of a ₹911.00 crore preferential issue to strengthen its balance sheet.
Strategic Acquisition: UGRO Capital is advancing with the all-cash acquisition of Profectus Capital Private Limited for ₹1,400.00 crore, having received shareholder approval.

Management Commentary

Shachindra Nath, Managing Director of UGRO Capital, commented on the results: "Q1 was a quarter of discipline. We tightened underwriting standards and moderated originations where borrower leverage was elevated, prioritizing discipline over pace during the seasonally softer first quarter."

Future Outlook

UGRO Capital remains focused on building its next engines of growth through Emerging Market distribution, Embedded Finance partnerships, and the Profectus acquisition. With capital actions underway and approvals progressing, the company is well-positioned for the next phase of high-quality growth in the MSME lending sector.