Description

NCLT approves merger of Dhani Services Limited into Yaari Digital Integrated Services Limited with share exchange ratio of 294:100. No dealings from October 28, 2025.

Summary

BSE has announced that trading in equity shares of Dhani Services Limited (Scrip Code: 532960) will be suspended from October 28, 2025, following NCLT Chandigarh Bench approval of its amalgamation into Yaari Digital Integrated Services Limited. Shareholders of Dhani Services will receive 294 equity shares of Yaari Digital (Rs. 2/- each) for every 100 equity shares held in Dhani Services (Rs. 2/- each). The record date for determining shareholder entitlement has been fixed as October 28, 2025.

Key Points

  • NCLT Chandigarh Bench has approved the Scheme of Arrangement for amalgamation
  • Dhani Services Limited (DSL) will merge into Yaari Digital Integrated Services Limited (YAARI)
  • Share exchange ratio: 294 equity shares of Yaari for every 100 equity shares of Dhani Services
  • Face value: Rs. 2/- per share for both entities
  • Trading in Dhani Services Limited shares to be suspended from October 28, 2025
  • Record date fixed as October 28, 2025 for determining shareholder entitlement
  • Notice Number: 20251024-55, Reference: DR-744/2025-2026

Regulatory Changes

No new regulatory framework introduced. This circular implements existing provisions under the Companies Act for amalgamation as approved by NCLT.

Compliance Requirements

  • Trading members must not deal in equity shares of Dhani Services Limited from October 28, 2025 onwards
  • Trading members are required to take note of the amalgamation scheme and inform their clients accordingly
  • Shareholders holding Dhani Services shares as of the record date (October 28, 2025) will be entitled to receive shares of Yaari Digital as per the exchange ratio

Important Dates

  • October 24, 2025: Circular issued by BSE
  • October 28, 2025: Record date for amalgamation and last day of trading in Dhani Services Limited shares
  • From October 28, 2025: No dealings permitted in Dhani Services Limited equity shares

Impact Assessment

Market Impact: High - Complete suspension of trading in Dhani Services Limited shares, affecting all existing shareholders and market participants.

Shareholder Impact: All equity shareholders of Dhani Services Limited will compulsorily receive shares of Yaari Digital Integrated Services Limited at the prescribed ratio of 294:100, representing a significant increase in share count (2.94x multiplier).

Trading Impact: Immediate cessation of trading activity in Dhani Services scrip from the record date, with liquidity transferring to Yaari Digital shares post-amalgamation.

Operational Impact: Brokers and trading members must update their systems to prevent any trades in Dhani Services shares and facilitate the share exchange process for their clients.

Impact Justification

Complete merger involving trading suspension and mandatory share exchange affecting all shareholders of Dhani Services Limited