Veefin Solutions Limited (VSL), a provider of digital lending and supply chain finance technology solutions, has announced a significant corporate restructuring move. The company's Board of Directors has approved a revised scheme to merge its two subsidiaries, GlobeTF Solutions Limited (GSL) and Estorifi Solutions Limited (ESL), with the parent company. This strategic decision aims to consolidate business operations and enhance operational efficiency.

Key Aspects of the Revised Merger Scheme

Share Exchange Ratio

• For GlobeTF Solutions: 2,731 VSL shares for every 10 GSL shares
• For Estorifi Solutions: 7,673 VSL shares for every 10 ESL shares (corrected from previous typographical error)

Capital Reduction

The scheme includes the cancellation of 21.00 lakh equity shares held by identified promoter shareholders at nil consideration.

Shareholding Impact

• Post-merger, Veefin's promoter shareholding will increase from 34.52% to 39.00%
• Public shareholding will decrease from 65.48% to 61.00%

Appointed Date

The merger is set to take effect from April 1, 2026.

Synergies and Rationale

The merger brings together companies operating in complementary fintech sectors:

• GlobeTF Solutions: Specializes in trade finance software for banks and financial institutions
• Estorifi Solutions: Develops embedded finance solutions, integrating lending solutions into non-financial platforms
• Veefin Solutions: Provides digital lending and supply chain finance technology solutions

The consolidation is expected to yield several benefits:

• Business synergies and broadened product portfolio
• Optimal utilization of combined assets and infrastructure
• Reduced administrative costs and improved operational efficiency
• Enhanced cash flow management and deployment
• Simplified corporate structure and reduced regulatory compliance burden

Financial Snapshot (as of June 30, 2025)

Regulatory Approvals and Next Steps

The proposed merger scheme is subject to various approvals, including:

• BSE Limited
• National Company Law Tribunal
• Shareholders and creditors of the companies involved

Veefin Solutions has emphasized that the transaction is being conducted at arm's length, supported by valuation reports from independent registered valuers and a fairness opinion from a SEBI-registered merchant banker.

As the fintech landscape continues to evolve, this merger represents a strategic move by Veefin Solutions to strengthen its market position and create a more robust and integrated financial technology offering.

The revision of the scheme, particularly the correction of the share swap ratio for Estorifi Solutions, underscores the company's commitment to accuracy and transparency in its corporate actions. This adjustment will ensure that the post-scheme shareholding calculations are accurate, providing a clearer picture of the merged entity's ownership structure.

Veefin Solutions Limited has reported that Catalyst Trusteeship Limited, acting as a Debenture Trustee, has secured a 9% stake in the company through a pledge of equity shares. This development marks a notable change in the shareholding structure of the BSE SME-listed company.

Key Details of the Acquisition

About the Transaction

Catalyst Trusteeship Limited, representing the interests of Debenture holders, has acquired the stake through a pledge mechanism. It's important to note that Catalyst Trusteeship is not part of the promoter group of Veefin Solutions.

Company Overview

Veefin Solutions is listed on the BSE SME platform. The company's total equity share capital stands at 24,393,407 shares, valued at INR 243,934,070.00.

Regulatory Compliance

The acquisition was disclosed in compliance with Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Catalyst Trusteeship Limited filed the necessary disclosures with the stock exchange, detailing the nature and extent of the share pledge.

Trading Window Closure

In a separate announcement, Veefin Solutions has informed that the trading window for its equity shares will be closed from October 1, 2025. This closure, in line with SEBI regulations, will remain in effect until 48 hours after the announcement of the company's unaudited financial results for the half-year ending September 30, 2025.

Impact and Outlook

While the pledge of shares does not immediately alter the management control of Veefin Solutions, it represents a significant financial arrangement involving nearly a tenth of the company's equity. Stakeholders and market observers will likely monitor any potential implications this may have on the company's financial strategies and governance in the coming months.

The upcoming financial results for the half-year ending September 30, 2025, expected to be released after October 1, 2025, may provide further insights into the company's performance and financial position in light of this development.