Dhruva Capital Services Limited , a listed company providing stock broking and financial services, has made significant announcements that could reshape its future operations and leadership structure.

New Chief Financial Officer Appointed

The Board of Directors of Dhruva Capital Services Limited has appointed Mr. Shreeram Bagla as the company's Chief Financial Officer (CFO), effective September 12, 2025. This decision was based on the recommendation of the Nomination & Remuneration Committee.

Mr. Bagla, who already serves as a Whole Time Director of the company, brings valuable experience to his new role. He holds a bachelor's degree in commerce and has extensive knowledge in the food manufacturing and processing industries.

Merger with Vector Finance Private Limited

In a separate but equally significant development, the Board of Directors has approved a Scheme of Amalgamation and Arrangement between Vector Finance Private Limited ("Transferor Company") and Dhruva Capital Services Limited ("Transferee Company").

Key points of the merger include:

• Appointed Date: September 1, 2025
• Share Exchange Ratio: 1:1 (One fully paid-up equity share of Dhruva Capital for every one fully paid-up equity share of Vector Finance)
• Sweat Equity: Post-merger, Dhruva Capital will issue 17,50,000 sweat equity shares to Mr. Shreeram Bagla

The merger is subject to necessary statutory and regulatory approvals, including those from shareholders, creditors, and the National Company Law Tribunal.

Financial Snapshot

As of March 31, 2025, the financial positions of the companies involved in the merger were:

Rationale for the Merger

The amalgamation is expected to bring several benefits:

1. Formation of a larger entity with greater operational efficiency
2. Consolidation of businesses and pooling of resources
3. Economies of scale and reduction in common expenditures
4. Enhanced overall business efficiency and shareholder value
5. Direct ownership in a listed entity for Vector Finance shareholders

These strategic moves by Dhruva Capital Services Limited are aimed at strengthening its market position and creating a more robust financial services entity.

Dhruva Capital Services Limited , a company listed on the BSE, has reported two significant developments: a merger approval and a promoter's share pledge.

Merger Approval

Dhruva Capital's Board of Directors approved a Scheme of Amalgamation and Arrangement with Vector Finance Private Limited. Key details of the merger include:

• Exchange Ratio: Vector Finance shareholders will receive equity shares in Dhruva Capital at a 1:1 ratio.
• Vector Finance's Financials (as of March 31):
  • Net Worth: Rs 3,169.65 lakhs
  • Turnover: Rs 2,535.68 lakhs
• Dhruva Capital's Financials:
  • Net Worth: Rs 1,101.34 lakhs
  • Turnover: Rs 212.88 lakhs
• Merger Objectives: Create operational efficiencies, economies of scale, and a stronger entity with larger resources.
• Appointed Date: September 1
• Post-merger Action: Dhruva Capital will issue 17,50,000 sweat equity shares to Shreeram Bagla.

The merger requires regulatory approvals, including from the National Company Law Tribunal, and is subject to shareholder and creditor approvals.

Promoter's Share Pledge

Rachna Suman Shaw, a promoter and director of Dhruva Capital Services, has pledged a substantial portion of her equity shares to HDFC Bank Limited.

Key Details of the Pledge

Promoter's Shareholding

Purpose and Nature of Encumbrance

The company disclosed that the encumbrance is for personal use by the promoter and does not relate to any debt instruments. This pledge does not involve debentures, commercial papers, or certificates of deposit.

Regulatory Compliance

The disclosure was made in compliance with Regulation 31(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Rachna Suman Shaw submitted the required documentation to BSE Limited on September 11.

Additional Information

• The pledged shares do not represent 50% or more of the promoter's total shareholding in the company.
• The encumbrance does not account for 20% or more of the total share capital of Dhruva Capital Services Limited.
• HDFC Bank Limited, in whose favor the shares are pledged, is confirmed to be a scheduled commercial bank.

These developments highlight significant changes for Dhruva Capital Services Limited, including a strategic merger and a substantial financial transaction involving the promoter's stake. While the pledge is significant, representing nearly half of Shaw's shareholding, it's important to note that it's designated for personal use and does not directly impact the company's operations or debt structure.