Scheme of Amalgamation and Arrangement
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Awaiting price reaction for this filing.
On September 12, 2025, the Board of Dhruva Capital Services Limited approved a Scheme of Amalgamation and Arrangement with Vector Finance Private Limited, under Sections 230-232 of the Companies Act, 2013. The appointed date is September 1, 2025, and the swap ratio is 1:1 (one share of Dhruva Capital for every one share of Vector Finance). Vector Finance, a micro-credit NBFC, has a net worth of ₹3,169.65 lakhs and turnover of ₹2,535.68 lakhs, which is significantly larger than Dhruva Capital's net worth of ₹1,101.34 lakhs and turnover of ₹212.88 lakhs. Post-merger, 17.5 lakh sweat equity shares will be issued to Whole-time Director Shreeram Bagla. The transaction is not a related-party deal, and the new shares issued as consideration will be listed on BSE. The scheme is subject to NCLT (Jaipur/Cuttack/New Delhi benches) and other regulatory approvals.
This is a reverse merger — a much larger private microfinance company (Vector Finance) is merging into a smaller listed entity, which could significantly expand Dhruva Capital's scale and diversify into lending. Existing shareholders will see dilution from new shares issued, but the rationale cites economies of scale and enhanced shareholder value. Stock may react positively on the scale-up potential, but the deal is still subject to NCLT and shareholder approvals.