Acquisition of shares of Brothers Trading Private Limited by the virtue of Scheme of Arrangement
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Nimbus Projects Ltd has acquired a 49.96% equity stake in Brothers Trading Private Limited as part of a larger Scheme of Arrangement approved by NCLT Delhi and Kolkata benches between January and April 2025. Brothers Trading, a finance company with a paid-up capital of about Rs 2.89 crore and FY24 turnover of Rs 51.4 lakh, becomes an associate of Nimbus Projects. The shares came into Nimbus Projects' books because two of the nine transferor companies being merged into it (Pushpak Trading & Consultancy and Mokha Vyapaar) collectively held these 144,610 equity shares as investments. As consideration for the amalgamation, Nimbus Projects will issue fresh equity shares to the shareholders of the transferor companies at the exchange ratios defined in the scheme. The acquisition is classified as a related party transaction since the promoters have interest in Brothers Trading, but it is carried out at arm's length.
This does not involve any cash outflow — the acquisition is essentially a paper swap through the merger scheme, so there is no immediate financial strain. For shareholders, it means some dilution from the share issuance to transferor company shareholders, and the addition of a small finance-sector associate to the company, which may marginally diversify the group structure.