UGROCAP - Ugro Capital
📢 Recent Corporate Announcements
Ugro Capital Limited has officially shifted its registered and corporate office within Mumbai, effective March 13, 2026. The office has moved from Equinox Business Park to Art Guild House at Phoenix Market City in Kurla (West). This administrative change was approved by the Board of Directors via a resolution on the same date. Since the relocation is within the local limits of the same city, it is expected to have no impact on the company's operations or strategic direction.
- Registered office shifted to B-17, Fourth Floor, Art Guild House, Phoenix Market City, Mumbai.
- The relocation is effective from March 13, 2026, following Board approval.
- The move remains within the local limits of Kurla (West), maintaining the same pin code (400070).
- This is a routine administrative update in compliance with Regulation 30 of SEBI (LODR) Regulations.
UGRO Capital Limited has successfully passed an ordinary resolution for the appointment of Mr. Ramanathan Subramanian Arun Kumar as a Non-Executive (Nominee) Director. The resolution received overwhelming support from shareholders, with 99.97% of the 4.78 crore votes polled in favor. The voting, conducted via postal ballot, concluded on March 12, 2026, involving 39,144 eligible shareholders as of the record date. The company also noted that several million shares from recent CCD conversions were excluded from this vote pending trading approvals.
- Appointment of Mr. Ramanathan Subramanian Arun Kumar as Non-Executive (Nominee) Director approved by shareholders.
- Resolution passed with 47,771,007 votes (99.97%) in favor and 14,096 votes (0.03%) against.
- Total votes polled represented 34.17% of the total eligible outstanding shares.
- Over 1.5 crore equity shares issued via CCD conversions between Nov 2025 and Jan 2026 were excluded due to pending trading approvals.
UGRO Capital has approved the issuance of multiple debt instruments on a private placement basis to bolster its capital position. The fundraise includes domestic senior secured NCDs worth ₹300 crores and subordinated unsecured NCDs worth ₹65 crores with tenures up to 72 months. Additionally, the company is tapping international markets for USD 20 million (approx. ₹167 crores) through External Commercial Borrowings (ECBs). This diversified borrowing strategy aims to provide long-term liquidity and support the company's MSME lending growth.
- Approved issuance of senior secured NCDs totaling ₹300 crores with coupon rates between 9.50% and 9.75%.
- Raising ₹65 crores through unsecured subordinated NCDs with a long-term maturity of 72 months.
- Securing USD 20 million via foreign currency bonds at a floating rate of 6-month SOFR plus 300 bps.
- Diverse debt maturity profile created with tenures ranging from 13 months to 6 years.
- Security for NCDs includes a pledge of shares in Profectus Capital and 1.1x cover on identified book debts.
UGRO Capital's Investment and Borrowing Committee is scheduled to meet on March 11, 2026, to consider a fundraise. The company plans to issue Non-Convertible Debentures (NCDs) or Bonds through a private placement. This capital infusion is intended to support the company's lending business and growth objectives. The specific amount and terms of the issuance will be determined during the upcoming committee meeting.
- Board committee meeting scheduled for March 11, 2026, to approve fundraise.
- Issuance of Non-Convertible Debentures (NCDs) or Bonds proposed.
- Fundraising to be conducted via private placement basis.
- Compliance with SEBI LODR Regulations 29(1)(d) and 50(1)(d).
UGRO Capital has amended its agreement to acquire 100% of Datasigns Technologies (MyShubhLife), shifting from a mixed cash-and-stock deal to an all-cash transaction. The total consideration has been reduced to INR 38.23 crores from the previously announced INR 45 crores, effectively preventing equity dilution for existing shareholders. The MyShubhLife platform is already deeply integrated, having facilitated an AUM of approximately INR 1,720 crores as of December 31, 2025. This acquisition solidifies UGRO's embedded finance ecosystem and digital MSME lending capabilities.
- Acquisition price reduced by 15% from INR 45 crores to INR 38.23 crores
- Payment structure changed to 100% cash in a single tranche to avoid equity dilution
- Target platform MyShubhLife already manages an AUM of INR 1,720 crores for UGRO
- Acquisition completes the transition of Datasigns Technologies into a wholly owned subsidiary
- Strategic focus on embedded finance for MSME credit origination strengthened
UGRO Capital has approved the allotment of unlisted Commercial Papers (CPs) with a total redemption value of Rs 20 crore. The securities were issued at a discounted price of Rs 4,89,381 per unit against a face value of Rs 5,00,000. The tenure for these instruments is 90 days, with the redemption date set for May 27, 2026. This issuance is part of the company's routine short-term borrowing to manage liquidity and working capital.
- Allotment of unlisted Commercial Papers with a redemption value of Rs 20 crore
- Issue price per security fixed at Rs 4,89,381 against a face value of Rs 5,00,000
- Short-term tenure of 90 days with maturity scheduled for May 27, 2026
- Total issue value raised amounts to Rs 19,57,52,400
- Yes Bank Limited acted as the Issuing and Paying Agent (IPA)
UGRO Capital has secured a 'No Objection' from the Reserve Bank of India (RBI) for the amalgamation of its wholly-owned subsidiary, Profectus Capital Private Limited, into itself. This regulatory clearance, received on February 25, 2026, follows the board's approval of the scheme on January 8, 2026. The merger is intended to simplify the organizational structure and integrate business operations. The process now moves toward obtaining approvals from the National Company Law Tribunal (NCLT), stock exchanges, and relevant stakeholders.
- RBI issued 'No Objection' letter on February 25, 2026, for the proposed amalgamation.
- The scheme involves merging Profectus Capital Private Limited, a 100% subsidiary, into UGRO Capital.
- The application for RBI clearance was submitted on January 9, 2026, following board approval.
- Final implementation remains subject to NCLT, stock exchange, and shareholder approvals.
UGRO Capital Limited has approved the allotment of unlisted Commercial Papers (CPs) with a total redemption value of Rs 50 crore. The securities were issued at a price of Rs 4,94,162 per unit against a face value of Rs 5,00,000, representing a short-term discount-based borrowing. The tenure for these instruments is 49 days, with the redemption date scheduled for April 15, 2026. This move is part of the company's routine short-term liquidity and working capital management.
- Total redemption value of the Commercial Papers is Rs 50 crore
- Issue price per security set at Rs 4,94,162 with a face value of Rs 5,00,000
- Short-term tenure of 49 days with redemption due on April 15, 2026
- Yes Bank Limited acted as the Issuing and Paying Agent (IPA) for the transaction
UGRO Capital reported a 40% YoY growth in consolidated AUM to ₹15,454 crores for Q3 FY26, significantly boosted by the Profectus acquisition. Consolidated PAT increased 23% YoY to ₹46 crores, while the company maintained stable asset quality with a Gross NPA of 2.2%. Management is implementing a ₹220 crore cost rationalization plan and pivoting towards high-yield emerging market LAP and embedded finance. This strategic shift aims to reduce dependence on co-lending income and build a more predictable annuity-led interest income profile.
- Consolidated AUM reached ₹15,454 crores, representing 40% YoY and 26% QoQ growth.
- Consolidated PAT grew 23% YoY to ₹46 crores, despite a temporary dip in standalone profits due to asset assignment timing.
- Asset quality remained healthy with Gross NPA at 2.2%, Net NPA at 1.4%, and collection efficiency at 99%.
- Annualized cost rationalization of ₹220 crores is underway, with 50% of the target already achieved.
- Cost of borrowing decreased to 10.24% from 10.37% in the previous quarter, aided by easing macro conditions.
UGRO Capital has approved the allotment of 91,887 equity shares following the conversion of Compulsorily Convertible Debentures (CCDs). This conversion is part of a larger INR 534.64 crore capital raise initiated in October 2025 through preferential allotment. The shares were issued at a conversion price of Rs 185 per share, including a premium of Rs 175. As a result, the company's total paid-up equity share capital has increased to 15,52,88,323 shares.
- Allotment of 91,887 equity shares of face value Rs 10 each upon CCD conversion
- Conversion price fixed at Rs 185 per share, representing a premium of Rs 175
- Part of a broader INR 534.64 crore capital raise conducted in October 2025
- Total paid-up equity capital increased from Rs 155.20 crore to Rs 155.29 crore
UGRO Capital Limited has announced an in-person group meeting with various institutional investors scheduled for February 13, 2026, in Mumbai. This meeting is a routine disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015. Such interactions typically involve discussions regarding the company's business performance and future growth strategies. Investors should note that the schedule is subject to change based on the availability of management or participants.
- In-person group interaction with investors scheduled for February 13, 2026.
- The meeting will be held in Mumbai to discuss company updates.
- Disclosure made pursuant to Regulation 30 of SEBI (LODR) Regulations.
- The meeting schedule is subject to change due to unforeseen exigencies.
UGRO Capital has officially released the audio recording of its earnings conference call held on February 9, 2026. The call focused on the company's unaudited financial results for the third quarter and the nine-month period ending December 31, 2025. This disclosure is part of the company's regulatory compliance under SEBI LODR regulations to ensure transparency for all shareholders. Investors can access the full recording through the link provided on the company's official investor relations website.
- Audio recording of the earnings call held on February 9, 2026, is now publicly available.
- The call discussed financial performance for the quarter and nine months ended December 31, 2025.
- Disclosure made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements).
- The recording link is hosted on the UGRO Capital website under the Investor Relations section.
UGRO Capital has successfully allotted unlisted Commercial Papers (CPs) with a total redemption value of Rs 50 crore. The issuance was approved by the Investment and Borrowing Committee on February 9, 2026. These CPs have a short-term tenure of 59 days, maturing on April 9, 2026. The funds raised through an issue price of Rs 4,92,987.5 per unit will likely support the company's short-term working capital and liquidity requirements.
- Total redemption value of the Commercial Papers is Rs 50 crore
- Tenure of the security is 59 days with a maturity date of April 9, 2026
- Issue price per security is Rs 4,92,987.5 against a face value of Rs 5,00,000
- Total issue value raised amounts to Rs 49,29,87,500
- Yes Bank Limited acted as the Issuing and Paying Agent (IPA) for this transaction
UGRO Capital Limited has scheduled a virtual group meeting with various institutional investors for February 12, 2026. The meeting will be conducted via video conferencing to discuss business updates and performance. This is a routine regulatory disclosure under SEBI (LODR) Regulations, 2015. Such interactions are standard practice for the company to maintain transparency with the investment community.
- Virtual group meeting scheduled for February 12, 2026
- Interaction to be conducted via video conferencing
- Disclosure made under Regulation 30 of SEBI (LODR) Regulations, 2015
- The meeting schedule is subject to change due to unforeseen exigencies
UGRO Capital has issued a postal ballot notice to seek shareholder approval for the appointment of Mr. Ramanathan Subramanian Arun Kumar as a Non-Executive (Nominee) Director. He represents ClearSky Investment Holdings Pte Limited and was initially appointed as an Additional Director effective December 17, 2025. The e-voting period for this ordinary resolution is scheduled from February 11, 2026, to March 12, 2026. This appointment is intended for a term of up to five years, subject to retirement by rotation.
- Appointment of Mr. Ramanathan Subramanian Arun Kumar as Non-Executive (Nominee) Director for a 5-year term.
- The appointee represents ClearSky Investment Holdings Pte Limited, a significant stakeholder.
- E-voting period runs from February 11, 2026, to March 12, 2026.
- Cut-off date for determining voting eligibility was February 06, 2026.
- Results of the postal ballot will be announced within two working days of the voting conclusion.
Financial Performance
Revenue Growth by Segment
Assets Under Management (AUM) grew 33% YoY to INR 12,003 Cr in FY25 and reached INR 12,226 Cr by Q2 FY26 (up 20% YoY). The MyShubhLife platform segment reached an AUM of INR 1,270 Cr within 4 quarters.
Geographic Revenue Split
Operations span 12 states with 200+ branches. Emerging Market branches (Tier 3 and beyond) contribute INR 2,073 Cr to AUM, representing approximately 17% of the total portfolio.
Profitability Margins
Profit After Tax (PAT) grew 21% YoY to INR 144 Cr in FY25 from INR 119 Cr in FY24. Return on Managed Assets (ROMA) stood at 1.2% for FY25 and moderated to 1.0% (annualized) in Q1 FY26.
EBITDA Margin
Pre-provisioning operating profit to average managed assets (PPOP/AMA) stood at 3.1% in FY25, declining from 3.4% in FY24 due to higher operating expenses and cost of funds.
Capital Expenditure
Not explicitly disclosed in INR Cr, but the company is funding a 100% acquisition of Profectus Capital via a rights issue of INR 381 Cr and CCD issuance of INR 911 Cr.
Credit Rating & Borrowing
Long-term bank loan facilities and NCDs are rated IND A+/Stable and CRISIL A/Stable. Blended liability interest cost stood at 10.6% as of March 2025.
Operational Drivers
Raw Materials
Debt Capital (INR 6,904 Cr) and Equity Capital (INR 2,426 Cr) serve as the primary 'raw materials' for lending operations.
Import Sources
Not applicable for financial services; funding is sourced from 59 domestic and international lenders.
Key Suppliers
Public Sector Banks contribute 28% of total funding as of March 31, 2025. Other sources include development financial institutions and ECBs.
Capacity Expansion
Current network of 200+ branches is planned to expand to 400 branches by March 2026, representing a 100% increase in physical capacity.
Raw Material Costs
Cost of funds (interest expense) is 10.6% of outstanding debt. The company aims to consolidate its 59-lender base to increase ticket sizes and lower borrowing costs.
Manufacturing Efficiency
Collection efficiency improved to 100% in Q2 FY26 from 96% in the previous year; 93% of assets are maintained in Stage 1.
Logistics & Distribution
Operating expenses to average managed assets stood at 3.6% in FY25, expected to remain elevated due to branch expansion plans.
Strategic Growth
Expected Growth Rate
25-30%
Growth Strategy
Growth will be achieved through the 100% acquisition of Profectus Capital (adding INR 3,468 Cr AUM), scaling the MyShubhLife digital platform (INR 200 Cr monthly disbursement), and doubling the branch network to 400 locations.
Products & Services
Secured Loans Against Property (LAP), Unsecured Business Loans, Machinery Finance, Supply Chain Finance, and School Financing.
Brand Portfolio
UGRO Capital, MyShubhLife, Profectus Capital.
New Products/Services
School financing is identified as a new INR 2,000 Cr medium-term profit pool opportunity following the Profectus acquisition.
Market Expansion
Geographic expansion into 3-4 new states and increasing branch count to 400 by March 2026.
Strategic Alliances
Partnerships with 70+ original equipment manufacturers (OEMs) for machinery financing and 59 lenders for co-lending and liability management.
External Factors
Industry Trends
Shift toward co-lending models (43% of AUM) and digital embedded finance. The industry is addressing a $20 billion credit gap in the small retail and micro-merchant space.
Competitive Landscape
Highly competitive MSME segment with significant price sensitivity on yields and competition from banks and other NBFCs.
Competitive Moat
Moat is built on a DataTech lending platform and a diversified distribution model (200+ branches and 70+ OEM partners), which are sustainable due to high entry barriers in proprietary data-tech integration.
Macro Economic Sensitivity
Sensitive to MSME sector overleverage; company responded to macro headwinds by tightening underwriting and reducing throughput by 10 percentage points.
Consumer Behavior
Increasing demand for digital credit ecosystems in the small retail space, served by the MSL platform.
Regulatory & Governance
Industry Regulations
Subject to RBI co-lending guidelines; uncertainties around new interpretations of these guidelines impact off-book strategy planning.
Environmental Compliance
Social Impact Report 2025 highlights AUM of INR 374 Cr in clean energy and INR 268 Cr in clean water and sanitation.
Risk Analysis
Key Uncertainties
Asset quality seasoning of the rapidly scaled loan book (GS III at 2.4%) and the ability to raise funds at competitive rates below the current 10.6%.
Geographic Concentration Risk
Portfolio is distributed across 12 states; expansion to 3-4 additional states is planned to further diversify geographic risk.
Third Party Dependencies
Significant dependency on co-lending partners and 70+ OEMs for sourcing 43% of AUM.
Technology Obsolescence Risk
Mitigated by continuous investment in technology infrastructure and the acquisition of the MyShubhLife digital credit ecosystem.
Credit & Counterparty Risk
Gross Stage III on own book is 2.4% (INR 217 Cr); 93% of assets are in Stage 1, indicating stable receivables quality.