Pursuant to Regulation 30 of SEBI (Listing Regulations & Disclosure Requirements Regulations, 2015) as amended, this is to inform you that the Board of Directors of the Company at their ....
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On September 12, 2025, the Board of Dhruva Capital Services Ltd approved a Scheme of Amalgamation to merge Vector Finance Private Limited (a micro-credit NBFC based in Odisha) into itself. Under the scheme, Vector Finance shareholders will receive 1 equity share of Dhruva for every 1 share held (1:1 swap ratio), with the appointed date set as September 1, 2025. Post-merger, Dhruva will also issue 17.5 lakh sweat equity shares to its Whole-time Director Shreeram Bagla. As of March 31, 2025, Vector Finance had a net worth of Rs. 31.7 crore and turnover of Rs. 25.4 crore, compared to Dhruva's net worth of Rs. 11.0 crore and turnover of Rs. 2.1 crore. The scheme is subject to NCLT, shareholder, and creditor approvals, after which the new shares issued will be listed on BSE.
This merger will significantly expand Dhruva's balance sheet and add a micro-credit lending business, but it will also dilute existing shareholders through the share swap and sweat equity issuance. Shareholders of Vector Finance gain direct entry into a listed entity, while existing Dhruva shareholders should watch for the swap ratio's impact on their stake and any open offer triggers as the scheme progresses through NCLT.