Pradeep Metals merger vote wins 99.9999%: NCLT 2026

What shareholders approved on June 12

Pradeep Metals Limited said its equity shareholders approved the Scheme of Amalgamation of Nami Capital Private Limited with Pradeep Metals Limited at a meeting convened by the National Company Law Tribunal (NCLT). The meeting was held on June 12, 2026. The resolution was put to vote as a special majority item under Section 230(6) of the Companies Act, 2013. According to the disclosed voting outcome, the scheme received near-unanimous support from participating shareholders. The company described the approval as a key step toward completing the corporate restructuring.

The scheme, however, is not effective immediately after the shareholder vote. It remains subject to final orders of the NCLT, Mumbai Bench. Until the tribunal grants its final approval, the entities continue to operate as separate companies. The shareholder approval clears a major procedural hurdle in the NCLT process, but it does not complete the amalgamation on its own.

Voting results: 13.463 million votes polled

The company reported that 13,463,289 votes were polled at the NCLT-convened shareholder meeting. Of these, 13,463,269 votes were cast in favour of the resolution, while 20 votes were cast against it. This translates to 99.9999% support among votes polled. The data points to minimal dissent in the vote count.

Pradeep Metals also disclosed that, on the record date for the meeting, it had 6,157 shareholders. The voting outcome was highlighted as an indicator of strong shareholder backing for the merger plan. The company’s communication around the vote framed the result as an important milestone before seeking the tribunal’s final order.

NCLT process and the April 8 First Motion Order

The shareholder meeting was convened following the NCLT Mumbai Bench’s First Motion Order dated April 8, 2026. The order directed Pradeep Metals to convene a meeting of equity shareholders to consider the proposed scheme. The scheme is being processed before the NCLT, Mumbai Bench, under case reference C.A./CAA/213MB/2025.

The tribunal’s directions included conducting the meeting through video conferencing (VC) and other audio-visual means (OAVM), with the option of physical presence referenced in the company’s disclosures. The NCLT also appointed meeting officials and specified remuneration, as disclosed by the company. Separately, creditor meetings were dispensed with based on consent affidavits cited in the company’s update.

How the meeting was conducted and how voting worked

Pradeep Metals scheduled the equity shareholder meeting for Friday, June 12, 2026 at 5:00 PM (IST) via VC/OAVM. Notices were dispatched on May 8, 2026, and newspaper advertisements were published on May 9, 2026 in the Financial Express (Maharashtra Edition, English) and Navshakti (Maharashtra Edition, Marathi). The company also disclosed a dispatch cut-off date of May 1, 2026 for identifying eligible shareholders.

For voting eligibility, the cut-off date was set at June 5, 2026. Remote e-voting was opened for shareholders ahead of the meeting and was followed by e-voting at the meeting, as applicable. The company said voting results would be announced by the Chairperson after the meeting upon receipt of the scrutinizer’s report and would be displayed on the company’s website and the NSDL website.

E-voting timetable and key dates

The company provided a defined remote e-voting window, covering the days immediately preceding the meeting. This structure is typical for NCLT-convened meetings where the tribunal order specifies procedural compliance and reporting requirements.

Scheme structure: transferor, transferee, and exchange ratios

Under the scheme, Nami Capital Private Limited is the transferor company and Pradeep Metals Limited is the transferee company. The company also disclosed share exchange ratios based on a valuation report dated March 3, 2025 by registered valuer Mr. Shreyansh M Jain.

For equity shareholders, the ratio disclosed was 19,007 equity shares of Pradeep Metals for every 300 equity shares of Nami Capital. For preference shareholders, the ratio disclosed was 1 equity share of Pradeep Metals for every 17 preference shares of Nami Capital. The company’s communication also stated that the approval required a majority representing at least three-fourths of equity shareholders by value and noted a condition that public shareholders voting in favour must outnumber those voting against.

Rationale cited: simplification and compliance cost reduction

The scheme rationale disclosed by the company included simplifying the group structure, reducing the number of legal entities, improving capital allocation, and creating a larger asset base for the combined entity. The company also indicated that the amalgamation is aimed at streamlining operations and enhancing business capabilities. Another stated rationale was cutting compliance costs, which generally arise from operating multiple entities with overlapping statutory and reporting requirements.

The disclosures also referenced a post-merger net worth figure of ₹160.58 crore. While shareholder approval has now been obtained, the final effect of these structural changes remains contingent on the tribunal’s final order.

Other corporate updates: FY2026 numbers and board actions

In parallel updates, Pradeep Metals reported a profit of ₹30.34 crore on revenue of ₹338.03 crore for the fiscal year 2026. The company said its audited financial results for the year ended March 31, 2026 were approved by the board on May 16, 2026.

The board also approved a ₹250 crore greenfield project to manufacture artillery shells. Additionally, the board recommended a 25% final dividend, or ₹2.50 per share, subject to shareholder approval. The company further confirmed the re-appointment of directors and auditors in its board-related disclosures.

Key facts at a glance

The sequence of regulatory steps and the voting outcome are central to the current phase of the merger process. The table below summarises the most important disclosed facts.

Market relevance: what changes now and what does not

From an investor perspective, the shareholder vote removes uncertainty around whether the scheme would face internal resistance at the equity-holder level. It also brings the process closer to completion by meeting a core requirement under the NCLT-supervised framework for arrangements and amalgamations.

But the transaction is still not legally effective until the NCLT Mumbai Bench issues its final order. Until that point, both companies continue as separate entities, and operational integration remains pending. The company’s disclosures repeatedly emphasised that final tribunal approval is the last regulatory step required to legally complete the amalgamation.

Conclusion: a key hurdle cleared, final NCLT order awaited

Pradeep Metals has secured near-unanimous shareholder support for its amalgamation with Nami Capital, with 13,463,269 votes in favour out of 13,463,289 polled. The vote was conducted at an NCLT-convened meeting on June 12, 2026, following the NCLT Mumbai Bench’s April 8, 2026 order.

The company’s next procedural milestone is obtaining the final order from the NCLT Mumbai Bench. Until that approval is granted, the amalgamation cannot be legally completed and the companies will continue to operate separately.