Dhruva Capital Services Limited has officially withdrawn its proposed amalgamation scheme with Vector Finance Private Limited, marking the end of a merger process that began in September 2025. The Board of Directors made this decision during their meeting on April 08, 2026, effectively canceling the Scheme of Amalgamation and Arrangement between the two companies.

Board Meeting Details and Decision

The Board meeting, which commenced at 11:30 A.M. and concluded at 12:15 P.M. on April 08, 2026, focused on reviewing and approving the cancellation of the merger scheme. The original amalgamation proposal was structured under Sections 230 to 232 of the Companies Act, 2013, with Vector Finance Private Limited serving as the transferor company and Dhruva Capital Services Limited as the transferee company.

Reasons for Scheme Withdrawal

The company cited two primary factors that led to the decision to abandon the amalgamation process:

• Pending BSE Approval: The listing application filed with the exchange remains under review, creating uncertainty about the merger's regulatory clearance
• Valuation Changes: Significant changes in the company's valuation have occurred since the relevant date of the original scheme approval

These factors collectively influenced the Board's decision to withdraw from the amalgamation process rather than continue with the regulatory and administrative procedures.

Timeline and Regulatory Compliance

The amalgamation scheme had a brief but structured timeline. The Board initially considered and approved the proposal on September 12, 2025, with the meeting outcome duly filed with BSE on the same date. The scheme was formulated to include respective shareholders and creditors of both companies under the applicable provisions of the Companies Act, 2013.

Corporate Governance and Disclosure

The announcement was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shreeram Bagla, Whole-time Director with DIN 01895499, signed the disclosure document, ensuring proper corporate governance protocols were followed throughout the process.

The company has confirmed that it will not be proceeding further with any aspects of the amalgamation process, bringing the merger proposal to a definitive conclusion.

Dhruva Capital Services Limited has officially communicated to BSE Limited that it does not qualify as a 'Large Corporate' entity under the regulatory framework established by the Securities and Exchange Board of India (SEBI). This disclosure was made in accordance with mandatory compliance requirements for listed companies.

Regulatory Compliance Disclosure

The company submitted its formal communication on April 7, 2026, addressing the requirements outlined in SEBI Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023. This circular specifically addresses fund raising through issuance of debt securities by large entities and establishes the framework for determining corporate classification.

Corporate Structure and Leadership

The disclosure was formally signed by Shreeram Bagla, who serves as Whole-time Director of the company with Director Identification Number (DIN) 01895499. The communication was digitally signed on April 7, 2026, at 14:44:12 +05'30', ensuring proper authentication and compliance with digital documentation requirements.

Company Operations and Presence

Dhruva Capital Services Limited operates from multiple locations across India. The company maintains its corporate office at Chatterjee International Centre, 13th Floor, Room No. A-7, 33A, Chowringhee Road, Kolkata – 700071, West Bengal. Its registered office is located at 003-A, Circle View, Sukhdia Circle, Udaipur – 313001, Rajasthan.

Regulatory Significance

This disclosure serves as an important regulatory update for stakeholders and market participants. The SEBI framework for large corporate entities includes specific compliance requirements and disclosure obligations that vary based on corporate classification. By confirming its status as 'NOT A LARGE CORPORATE', Dhruva Capital Services Limited has clarified its position within the regulatory framework, which impacts its debt securities issuance capabilities and associated compliance obligations.