UGRO Capital Limited's board of directors approved the scheme of amalgamation of its wholly-owned subsidiary, Profectus Capital Private Limited (PCPL), with the company on Thursday, January 8. The merger will be conducted under sections 230-232 read with Section 52 of the Companies Act, 2013, and requires sanction by the National Company Law Tribunal (NCLT) along with approvals from stock exchanges, SEBI, RBI, shareholders, creditors, and other regulatory authorities.
Upon completion of the merger, the shares held by UGRO Capital in PCPL will be cancelled without any further consideration, effectively merging the transferor and transferee entities. This structure will consolidate the operations of both companies under the UGRO Capital umbrella, streamlining the corporate structure.
According to an exchange filing by the company, the merger aims to create a stronger combined entity with a higher proportion of secured assets to boost emerging market and embedded finance businesses. The consolidation is expected to reduce management overlaps, lower legal and regulatory compliance costs, and improve organisational capability through pooled human capital, ultimately driving long-term sustainable growth.
UGRO Capital maintains adequate liquidity with total liquid resources of around ₹2,200 crores as of September 2025, comprising unencumbered cash, liquid investments, and unutilized bank lines. This provides sufficient coverage for debt obligations while supporting business growth requirements. The company has successfully raised ₹910 crores in H1 FY26 through compulsory convertible debentures (₹530 crores) and rights issue (₹380 crores), with the CCD proceeds used to finance the Profectus acquisition. The combined entity is expected to maintain leverage below 4.0x on a steady-state basis.
Shares of UGRO Capital Ltd have shown negative returns of -0.56% over 1 day, -5.29% over 5 days, and -4.80% over 1 month, reflecting recent market volatility. However, the stock has delivered positive returns of +47.68% over 5 years. The company has been actively in capital markets with recent issuances including a ₹200 crore NCD issue in December 2025 and EUR 10 million non-convertible bonds through private placement, demonstrating continued access to funding sources.
