Dhruva Capital Services Ltd

Dhruva Capital Services Limited: Trading window closed from October 1, 2026 until the completion of 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ended September 30, 2026

Resolution 1: Increase in Authorized Capital

• Increase authorized capital from Rs 15 crore to Rs 27 crore; MOA Clause V amended.

Resolution 2: Fundraising via Equity/Other Securities

• Raise up to Rs 160 crore through equity and/or other securities.
• Funds may be raised in one or more tranches at Board discretion.
• Pricing to follow ICDR; floor price with up to 5% discount.
• No allotment to promoters; minimum 10% to mutual funds.
• QIP permitted; 365-day completion; no promoter allotment; other terms as per law.
• Proceeds monitored if issue exceeds Rs 100 crore; rating agency reports quarterly.
• Securities rank pari-passu with existing; listed on exchanges.
• No single allottee more than 50% of the issue.

Ownership/Control Impact

• Resolution 2 may dilute existing shareholders depending on allotment.
• Promoters/related entities not eligible to subscribe.
• No change in control anticipated.
• Post-issue ownership details to be announced later.

Use of Proceeds

• Funds to support growth, lending, borrowings repayment, and general corporate purposes.
• Expand assets under management and pursue growth opportunities.

Governance / Board

• No changes to board or KMP expected from these resolutions.

Dates & Voting

• EGM on 10 Oct 2026 at 2:30 PM via VC/OAVM.
• EVoting window: 7–9 Oct 2026; cut-off date 3 Oct 2026.

Capital and fundraising approvals

• Authorized share capital increased from Rs 15 crore to Rs 27 crore, subject to approvals.
• Fund-raising up to Rs 160 crore via equity or convertible securities, subject to approvals.
• Notice of Extraordinary General Meeting approved to seek shareholder approval for fund-raising.
• Annexure I outlines issuance types and aggregate of up to Rs 160 crore.

Offices and registered office changes

• Corporate office relocated to AH-305, Sector II Saltlake, Kolkata.
• Registered office shifted to 180, Shree Ram Vihar, Jaipur 302033, per AGM special resolution.

Meeting Details

• Date: September 11, 2026; time and venue not disclosed.

Key Agenda Items

• Fund-raising proposals via QIP/rights issue/preferential allotment/private placement, subject to approvals.
• Approval of Notice of Extraordinary General Meeting/Postal ballot for the above proposals.

Other Notes

• Trading window closed for designated persons and immediate relatives per PIT regulations.

AGM Details

• AGM scheduled for Friday, September 4, 2026 at 2:30 PM via VC/OAVM.
• Record/books closure: Registers closed Aug 29–Sep 4, 2026 (inclusive).

Key Resolutions

• Ordinary: Adoption of Audited Financial Statements and accompanying reports.
• Ordinary: Re-appointment of Sridhar Bagla (retiring by rotation).
• Special: Haider Ali appointed Independent Director for five years (Apr 27, 2026–Apr 26, 2030).
• Special: Kiran Pandey appointed Independent Director for five years (Mar 9, 2026–Mar 8, 2030).
• Special: Change in Registered Office to a new Jaipur address.

Dividend Status

• Dividend: No dividend proposed or paid; past payments nil.

Financial highlights

• Revenue from operations: ₹310.94 L; PAT: ₹162.01 L; PBT: ₹183.99 L.
• Total income including exceptional items: ₹549.52 L; PAT turned positive after prior loss.
• EPS: Basic ₹2.25; Diluted ₹2.64.
• Dividend for FY2025-26 not declared.
• Exceptional gain of ₹236.93 L on asset sales.
• Revenue grew 46.06% YoY to ₹310.94 L.
• Borrowings ₹1,269.83 L; total equity ₹3,087.22 L.

Capital structure

• Authorized capital ₹15 Cr; issued 7,190,336 shares; paid-up capital ₹719.03 L.
• Promoter/public preferential allotment of 31,28,636 shares completed.
• Share premium ₹1,407.88 L; total equity ₹3,087.22 L.
• ISIN INE972E01014; trading symbol 531237.
• Demat shareholding: 96.18%; physical: 3.82%.

Governance & board changes

• Independent Directors Haider Ali and Kiran Pandey appointed for five-year terms.
• CFO Amit Rathi; CEO Prodyut Purkait; WTD Rachna Shaw resigned.
• New Addl Directors Priyanshu Gupta and Dipayan Das appointed.
• Independent Directors Chanchal Kedia and Hitu Gambhir Mahajan resigned.
• Registered office moved to Jaipur; AGM via VC/OAVM.

Operations & initiatives

• NeoMoney app launched on Google Play Store.
• NBFC focus: loans and investments; RBI-licensed; no deposits.
• One-segment operations; ongoing digital transformation.

Audit & compliance

• Statutory auditors: V Jalan & Co.; Secretarial: Niaz Ahmed; Internal: Vikash Chamaria.
• No fraud; internal controls adequate; going concern.
• Secretarial audit: no qualifications.

Shareholder & market info

• AGM notice published; annual report circulated; e-voting via CDSL.
• Book closure: Aug 29–Sep 4, 2026.
• ISIN INE972E01014; trading symbol 531237; BSE listing.
• Demat shares 96.18%; physical 3.82%.

Risks & outlook

• MD&A highlights RBI NBFC/regulatory and inflation/tax risks.
• Management expects growth, profitability; NeoMoney enhances digital transformation.