Please find enclosed the disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
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Niyogin Fintech's board has approved diluting up to 10% of its shareholding in material subsidiary Iserveu Technology Private Limited to bring in new investors through a fund-raise. Iserveu is significant — it contributed 53.6% of consolidated turnover (Rs 165.50 crore) and 6.9% of net worth in FY25. The dilution is by way of primary infusion, so NFL's actual share count in Iserveu will not reduce, only its percentage holding. This may also lead to change, modification, or even cessation of NFL's control over Iserveu. The board has approved a Postal Ballot notice seeking shareholder approval via special resolution under Regulation 24(5) of SEBI Listing Regulations. The move is within the limits already approved under the ongoing Composite Scheme of Arrangement between NFL, Niyogin Finserv, and Iserveu, and will not impact the swap/exchange ratios of that scheme.
Shareholders will need to vote via Postal Ballot on giving up part of their indirect economic interest in Iserveu, which is the company's largest revenue contributor. The deal could unlock fresh capital and growth at the subsidiary level, but it also signals NFL is willing to lose full control over its biggest business — investors should watch how the new investors are inducted and the valuation at which the fund-raise happens.