Pradeep Metals merger vote gets 99.9999% nod in 2026

Shareholders approve Nami Capital amalgamation

Pradeep Metals Limited said its equity shareholders have approved the Scheme of Amalgamation of Nami Capital Private Limited with the company. The approval came at a meeting convened by the National Company Law Tribunal (NCLT) on June 12, 2026. The resolution passed with 13,463,269 votes in favour out of 13,463,289 votes polled, with only 20 votes cast against. That translates to 99.9999% support among participating shareholders.

The vote clears a major procedural hurdle under the Companies Act, 2013, but the merger is not yet effective. The scheme remains subject to final orders from the NCLT, Mumbai Bench. Until those orders are received, Pradeep Metals and Nami Capital will continue to operate as separate entities.

What was on the agenda at the NCLT-convened meeting

The meeting was called specifically to consider and approve the amalgamation scheme under Sections 230 to 232 of the Companies Act, 2013. The resolution required the special majority prescribed under Section 230(6). In practical terms, the approval threshold described by the company required a majority representing at least three-fourths of the equity shareholders by value who vote. A further stated condition was that public shareholders voting in favour must outnumber those voting against.

Pradeep Metals has described the merger as a group-structure simplification exercise aimed at reducing the number of legal entities, lowering compliance costs, improving capital allocation, and creating a larger asset base for the combined entity. The company has also positioned the integration as a way to streamline operations and enhance business capabilities.

How the voting process was conducted

The shareholder meeting was scheduled for Friday, June 12, 2026 at 5:00 P.M. (IST) and was conducted through video conferencing (VC) or other audio-visual means (OAVM). Shareholders were also provided an electronic voting facility, including remote e-voting leading up to the meeting.

The voting process was set out in the company’s notice and related documents hosted on the company website and the NSDL e-voting platform. Pradeep Metals said voting results would be announced by the Chairperson after the conclusion of the meeting upon receipt of the scrutinizer’s report, and then displayed on the company website and the NSDL website.

Key dates: notices, cut-offs, and e-voting window

Pradeep Metals dispatched notices to equity shareholders on May 8, 2026, and published newspaper advertisements on May 9, 2026. The advertisements appeared in Financial Express (Maharashtra Edition, English) and Navshakti (Maharashtra Edition, Marathi). The dispatch cut-off date used to identify eligible shareholders for notice distribution was May 1, 2026.

For voting eligibility, the cut-off date was fixed as June 5, 2026. Remote e-voting opened on June 9, 2026 at 9:00 AM (IST) and closed on June 11, 2026 at 5:00 P.M. (IST). E-voting at the meeting was also enabled on June 12, 2026, upon announcement by the Chairperson.

Voting outcome and shareholder participation snapshot

Pradeep Metals reported near-unanimous support, with 99.9999% of votes polled backing the scheme. On the record date for the meeting, the company had 6,157 shareholders. The company disclosed that 13,463,289 votes were polled and only 20 votes were cast against the resolution.

This level of support indicates broad acceptance of the scheme terms among shareholders who participated in the voting process. It also strengthens the company’s position as it moves to the final stage of the NCLT process.

Regulatory pathway: NCLT remains the final step

While shareholders have approved the scheme, Pradeep Metals must still obtain the final approval from the NCLT Mumbai Bench to legally complete the amalgamation. The company has stated it will proceed to seek the tribunal’s final orders. Until the tribunal approves the scheme and the order becomes effective, the companies will remain separate.

The meeting itself was convened pursuant to an NCLT Mumbai Bench order dated April 8, 2026. The scheme is being processed before the tribunal under case reference C.A./CAA/213MB/2025.

What the NCLT order and market clearances covered

The April 8, 2026 NCLT order directed Pradeep Metals to convene the equity shareholders meeting to consider and approve the amalgamation. The tribunal also appointed meeting officials and approved remuneration, and dispensed with creditor meetings based on consent affidavits, as disclosed by the company.

Separately, BSE Limited issued a no-adverse-observation letter dated July 15, 2025, providing in-principle approval under applicable SEBI regulations for the scheme’s structure. These steps form part of the standard sequence for listed companies pursuing amalgamations.

Share exchange ratios disclosed for the scheme

Pradeep Metals has disclosed that the share exchange ratios were based on a valuation report dated March 3, 2025 by registered valuer Mr. Shreyansh M Jain. The ratios stated were:

• For equity shareholders of Nami Capital: 19,007 equity shares of Pradeep Metals for every 300 equity shares of Nami Capital
• For preference shareholders of Nami Capital: 1 equity share of Pradeep Metals for every 17 preference shares of Nami Capital

The company has also stated that the post-merger net worth would be ₹160.58 crore.

Financial context: FY2026 results, dividend, and capex plan

Alongside the restructuring track, Pradeep Metals’ board approved the company’s audited financial results for the fiscal year ended March 31, 2026 on May 16, 2026. The company reported a profit of ₹30.34 crore on revenue of ₹338.03 crore for FY2026.

The board also recommended a final dividend of 25% (₹2.50 per share), subject to shareholder approval. Separately, the board approved a ₹250 crore greenfield project to manufacture artillery shells. The company also confirmed re-appointment of directors and auditors.

Key facts at a glance

Why the vote matters for investors

The shareholder vote is a required step for tribunal-sanctioned amalgamations, and the margin of approval reduces the risk of the scheme being challenged on shareholder-consent grounds. The next milestone is procedural and regulatory: the NCLT’s final order. Investors will also track how the company sequences other shareholder items that remain subject to approval, including the recommended final dividend.

For now, the key takeaway is that Pradeep Metals has secured strong shareholder backing for the proposed amalgamation. The next update is expected from the company once it receives the final NCLT Mumbai Bench order and completes the remaining legal steps needed to make the scheme effective.