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.

Dhruva Capital Services Limited has announced a significant corporate development that could reshape its business structure. The company has scheduled a board meeting for September 12, 2025, to consider and potentially approve a merger with Vector Finance Private Limited.

Key Points of the Announcement

• Board Meeting Date: September 12, 2025
• Primary Agenda: Consider and approve the merger of Vector Finance Private Limited with Dhruva Capital Services Limited
• Additional Consideration: Review of the draft scheme of merger under the Companies Act, 2013

Merger Details

The proposed merger would involve Vector Finance Private Limited as the Transferor Company and Dhruva Capital Services Limited as the Transferee Company. This strategic move, if approved, could potentially lead to a consolidation of resources and operations between the two entities.

Approval Process

The merger is subject to a series of approvals, including:

1. Approval from the jurisdictional National Company Law Tribunal (NCLT)
2. Consent from shareholders of both companies
3. Approval from creditors of both entities, if applicable

Implications

While the specific details of the merger and its potential impact on Dhruva Capital Services' operations are yet to be disclosed, such corporate actions often aim to enhance operational efficiency, expand market presence, or consolidate financial strengths.

Management Statement

Shreeram Bagla, Whole-time Director of Dhruva Capital Services Limited, signed the official intimation to the BSE, underlining the importance of this potential corporate action.

Investors and stakeholders of Dhruva Capital Services Limited are advised to keep a close watch on further announcements regarding the outcome of the board meeting and subsequent developments in the merger process.

Disclaimer: This article is based on the official announcement made by Dhruva Capital Services Limited to the BSE. Investors are encouraged to conduct their own research and consult financial advisors before making investment decisions.