Ugro Capital Limited has informed the Exchange about execution of Share Purchase Agreement on June 17, 2025.
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Ugro Capital's board has approved the 100% acquisition of Profectus Capital Private Limited, an RBI-registered NBFC, for a cash consideration of ₹1,398.60 Crores in a single tranche. The share purchase agreement was signed on June 17, 2025 with sellers Actis PC Investment (Mauritius) Limited and Actis PC (Mauritius) Limited. Profectus Capital has an asset base of ₹3,577.66 Crores and FY25 turnover of ₹419.98 Crores, and its acquisition is expected to deliver 29% AUM growth, ₹115 Crores in cost savings, and ₹150 Crores in incremental profitability, lifting ROA by 0.6-0.7% post-merger. The deal will be funded through a revised preferential issue of compulsorily convertible debentures (the previous postal ballot for this issue has been withdrawn), with completion expected in 2-3 months subject to RBI approval.
This is a significant size-accretive acquisition that nearly adds a third to Ugro's AUM and is expected to materially improve profitability and ROA once integrated. Shareholders may see near-term dilution risk from the compulsory convertible debenture issue funding the deal, but long-term value creation looks positive if management delivers the projected synergies.