Ugro Capital Limited's Board of Directors approved the acquisition of Profectus Capital Private Limited on June 17, 2025. Key details of the acquisition include:
- Ugro Capital will purchase 100% of the shares of Profectus Capital Private Limited for an aggregate cash consideration of ₹ 1398.60 Crores, payable in a single tranche.
- A Share Purchase Agreement (SPA) was executed on June 17, 2025, with Actis PC Investment (Mauritius) Limited, Actis PC (Mauritius) Limited, and Profectus Capital Private Limited.
- The acquisition will be funded through the proceeds of a preferential issue of compulsory convertible debentures.
- Consequently, the Board approved the withdrawal of the postal ballot notice dated May 20, 2025, due to a change in the object of the preferential issue.
- A separate Board Meeting will be convened on June 20, 2025, to approve the revised preferential allotment, which will include funding this acquisition as an object.
- Profectus Capital Private Limited is an RBI-registered Non-Banking Financial Company (NBFC) incorporated on June 9, 2017.
- Its asset size is ₹ 3,577.66 Crores, and its turnover was ₹ 419.98 Crores in FY 2025, ₹ 402.69 Crores in FY 2024, and ₹ 273.06 Crores in FY 2023.
- The acquisition is expected to strategically enhance Ugro Capital's NBFC pillars, immediately growing its Asset Under Management (AUM) by 29% and diversifying its portfolio.
- It will accelerate expansion in high-yield Emerging Markets and Embedded Finance, adding School Financing with an estimated ₹2,000 Crores medium-term potential.
- The company anticipates significant geographic and product alignment in Secured LAP, Machinery Finance, and Supply Chain Finance, driving operational efficiencies.
- This is projected to generate ₹115 Crores in cost savings, add ₹150 Crores in incremental profitability, and boost Return on Assets (ROA) by 0.6-0.7% after the post-acquisition merger.
- The transaction is conditional upon approval from the Reserve Bank of India (RBI).
- The indicative time period for completion of the acquisition is 2-3 months from the date of SPA execution.