Purpose: To facilitate the proposed fundraising and future capital requirements.
Regulatory References: Sections 13 and 61(1)(a) of the Companies Act, 2013; SEBI LODR Regulations; Company's Articles of Association.
Impact: Requires alteration of Clause V of the Memorandum of Association.
Item No. 2: Approval for Raising Funds (Special Resolution)
Maximum Fundraising Amount: ₹160,00,00,000 (Rupees One Hundred and Sixty Crore Only).
Instruments: Equity shares and/or other eligible securities.
Potential Modes of Issuance: Public issue, rights issue, preferential allotment, private placement (including Qualified Institutions Placement - QIP), or a combination thereof.
Potential Investors: Resident or non-resident/foreign investors, institutions, foreign portfolio investors, mutual funds, pension funds, venture capital funds, banks, alternate investment funds, financial institutions, insurance companies, Qualified Institutional Buyers (QIBs), or any other category permitted by law.
Purpose of Fundraise:
Augmentation of capital for onward lending.
Growth of assets under management.
Repayment and/or prepayment of borrowings.
General corporate purposes.
Other objects as permitted under applicable laws.
Pricing: To be determined by the Board in accordance with applicable laws, with the relevant date being the date of the Board meeting that decides to open the issue.
Key Conditions for a QIP (if undertaken):
Allotment only to QIBs.
Allotment must be completed within 365 days of passing this special resolution.
Floor price as per SEBI ICDR Regulations, with a possible discount of up to 5%.
No single allottee can get more than 50% of the issue size.
No allotment to promoters or persons related to promoters.
A one-year lock-in period for allottees.
If the issue size exceeds ₹100 crore, a SEBI-registered credit rating agency must monitor the use of proceeds.
Regulatory References: Sections 23, 41, 42, 62, and 179 of the Companies Act, 2013; SEBI ICDR Regulations, 2018; SEBI LODR Regulations, 2015; FEMA Rules, 1999; Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.
Authority: The resolution grants broad powers to the Board of Directors to decide on the final structure, timing, price, investors, and intermediaries for the fundraise without requiring further shareholder approval.
Impact: The securities issued will rank pari-passu with existing equity shares. The board confirms there will be no change in control of the company pursuant to this issue.
Voting Information
Remote e-Voting Period: Commences at 9:00 AM IST on Wednesday, October 7, 2026, and ends at 5:00 PM IST on Friday, October 9, 2026.
Scrutinizer: CS Md. Shahnawaz, Practicing Company Secretary (ACS No. 21427, CP No. 15076), appointed to scrutinize the voting process.
Procedure: Detailed instructions for remote e-voting and joining the VC meeting are provided for shareholders holding shares in both physical and demat form.
Additional Information
The Notice and Explanatory Statement are available on the company's website (www.dhruvacapital.com), the BSE website (www.bseindia.com), and the websites of CDSL and Bigshare Services Pvt. Ltd. (RTA).
The company clarifies that this notice does not constitute an offer or solicitation of securities.
None of the Directors, Key Managerial Personnel, or Promoters are concerned or interested in the resolutions, except to the extent of their shareholding.
