UGRO Capital Ltd has received final approval from the Reserve Bank of India for its proposed acquisition of Profectus Capital Pvt Ltd, marking a pivotal moment in the company’s strategic expansion into secured MSME lending. The transaction, valued at Rs 1,400 crore, is structured as an all-cash deal and is expected to close by October 31, 2025. With this move, UGRO will acquire 100 percent of Profectus Capital’s equity, transforming the target company into a wholly owned subsidiary and significantly boosting UGRO’s asset base and profitability.
The acquisition is part of UGRO’s broader ambition to become India’s leading data-driven lender to small and medium enterprises. The RBI’s approval clears the final regulatory hurdle, allowing UGRO to proceed with the integration and capital deployment plan outlined earlier this year.
Key Highlights From The Acquisition Approval
- RBI grants final approval for UGRO’s acquisition of Profectus Capital
- Transaction valued at Rs 1,400 crore, payable in a single tranche
- Deal expected to close by October 31, 2025
- UGRO to acquire 100 percent stake, making Profectus a wholly owned subsidiary
- Acquisition funded through recent equity raise and internal accruals
- Integration to begin post-closing, with merger effective April 1, 2026
Strategic Rationale And Financial Impact
The acquisition is designed to deliver immediate scale and operational leverage for UGRO Capital. Profectus Capital brings a Rs 3,468 crore loan book focused on secured lending products such as school financing, supply chain finance, and loans against property. The combined entity will have an estimated assets under management (AUM) of Rs 15,471 crore, representing a 29 percent increase.
UGRO expects the transaction to:
- Add Rs 150 crore in annualised incremental profitability
- Generate Rs 115 crore in cost synergies
- Boost return on assets by 0.6 to 0.7 percent
- Strengthen its secured asset mix and diversify its lending portfolio
Operational Integration And Business Alignment
Profectus Capital operates across seven Indian states through 28 branches and maintains a disciplined credit profile, with gross NPAs at 1.6 percent and net NPAs at 1.1 percent as of March 2025. Its focus on secured lending aligns seamlessly with UGRO’s underwriting model, which leverages data analytics and sector-specific scorecards.
Following the acquisition, UGRO plans to:
- Merge Profectus into its core operations effective April 1, 2026
- Retain existing teams and branch infrastructure during the transition
- Expand product offerings in machinery finance, school loans, and supply chain credit
- Deepen lender relationships through Profectus’ network of private and small finance banks
Capital Deployment And Funding Structure
UGRO will fund the acquisition using proceeds from its recent preferential issue of compulsorily convertible debentures, supplemented by internal reserves. The company has already secured shareholder approval for the capital raise and is in the process of finalizing the discharge of purchase consideration.
Advisory and due diligence support for the transaction was provided by InCred Capital, SNG & Partners, PwC, Daiwa Corporate Advisory, and Avendus Capital.
Market Sentiment And Forward Outlook
Shares of UGRO Capital have shown resilience in the lead-up to the announcement, reflecting investor confidence in the company’s growth strategy. Analysts view the acquisition as a transformative step that positions UGRO to scale rapidly in high-yield lending segments while maintaining asset quality.
The company’s focus on embedded finance and emerging markets is expected to gain further traction, supported by the expanded footprint and product capabilities brought in by Profectus.
Sources: UGRO Capital Press Release, CNBC TV18, NDTV Profit
