Description

NCLT Chandigarh approves merger of Dhani Services Limited into Yaari Digital Integrated Services Limited with share swap ratio of 294:100. Trading suspended from October 28, 2025.

Summary

The Hon’ble National Company Law Tribunal (NCLT), Chandigarh Bench, has approved the Scheme of Arrangement for the amalgamation of Dhani Services Limited (DSL) into Yaari Digital Integrated Services Limited (YAARI). The record date has been fixed as October 28, 2025, to determine shareholder entitlement. Trading in Dhani Services Limited equity shares will be suspended with effect from October 28, 2025.

Key Points

  • Dhani Services Limited (Amalgamating Company, Scrip Code: 532960) will merge into Yaari Digital Integrated Services Limited (Amalgamated Company)
  • NCLT Chandigarh Bench has approved the Scheme of Arrangement
  • Share swap ratio: 294 equity shares of Yaari (Rs. 2/- each) for every 100 equity shares of DSL (Rs. 2/- each)
  • No dealings permitted in Dhani Services Limited equity shares from October 28, 2025
  • Record date fixed as October 28, 2025 for determining shareholder entitlement
  • Circular reference: DR-744/2025-2026

Regulatory Changes

Pursuant to the NCLT-approved Scheme of Arrangement, Dhani Services Limited will cease to exist as a separate entity upon completion of the amalgamation. All assets, liabilities, and undertakings will transfer to Yaari Digital Integrated Services Limited.

Compliance Requirements

  • Trading members must not deal in equity shares of Dhani Services Limited with effect from October 28, 2025
  • Trading members are advised to take note of the amalgamation scheme and inform their clients accordingly
  • Shareholders of Dhani Services Limited should prepare for receipt of Yaari Digital Integrated Services Limited shares based on the prescribed ratio

Important Dates

  • Notice Date: October 24, 2025
  • Record Date: October 28, 2025
  • No Dealings From: October 28, 2025 onwards

Impact Assessment

Market Impact: High - Trading suspension of Dhani Services Limited will affect all existing shareholders and traders. The amalgamation represents a significant corporate restructuring event.

Shareholder Impact: Existing shareholders of Dhani Services Limited will receive 2.94 times their current shareholding in Yaari Digital Integrated Services Limited (294 shares for every 100 held), representing a substantial dilution or value adjustment depending on relative valuations.

Operational Impact: Complete cessation of Dhani Services Limited as an independent entity. All business operations, assets, and liabilities will consolidate under Yaari Digital Integrated Services Limited.

Trading Impact: Immediate suspension of trading creates liquidity constraints for existing shareholders who will need to wait for allotment of Yaari shares to exit their positions.

Impact Justification

Major corporate restructuring event involving complete amalgamation and trading suspension. Shareholders of Dhani Services will receive 294 shares of Yaari for every 100 shares held, requiring immediate action.