Acquisition of shares of N.N. Financial Services Private Limited by virtue of Scheme of Arrangement
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Nimbus Projects Ltd has acquired a 66.16% stake in N.N. Financial Services Private Limited (a finance company) as part of a NCLT-approved Scheme of Arrangement. The stake came in indirectly when nine transferor companies were merged into Nimbus Projects, and four of those transferor companies (Gupta Fincaps, Urvashi Finvest, Pushpak Trading & Consultancy, and Mokha Vyapaar) collectively held 66.16% in N.N. Financial Services. As a result, N.N. Financial Services has now become a Material Subsidiary of Nimbus Projects. The NCLT New Delhi approved the scheme on January 23, 2025, and NCLT Kolkata approved it on April 7, 2025. The acquisition is a related party transaction since promoters have interest in N.N. Financial Services, but it was done at arm's length through share swap (no cash consideration). N.N. Financial Services had a paid-up capital of Rs. 13.67 crore and FY24 revenue of Rs. 56.55 lakh.
This move diversifies Nimbus Projects into the finance sector via a newly material subsidiary, though the acquired entity is small (turnover under Rs. 1 crore). Shareholders should note the related-party nature of the deal and the share-swap consideration, which may lead to dilution depending on the exchange ratios.