Pradeep Metals gets NCLT nod for Nami Capital amalgamation

Mergers & acquisitions
Metal forgings and castings

Blacklitt Research29 October 20263 min read

A wide industrial metal workshop with overhead cranes, steel sections stacked on workbenches, and yellow floor markings. — Dimitrios Savva (photography) Jarod Guest (processing), via Wikimedia Commons (CC0). Illustrative image.

Pradeep Metals (NSE: PRADPME) has received an order from the National Company Law Tribunal (NCLT), Mumbai Bench V, sanctioning the amalgamation of Nami Capital Private Limited into it, it said in a filing on 29 Oct 2026. Nami Capital's shareholders will receive new Pradeep Metals equity shares at 19,007 for every 300 equity shares held, and the Scheme takes effect once the order is filed with the Registrar of Companies, Mumbai.

Key highlights

Order pronounced: 29 Oct 2026
Appointed Date: 01 Oct 2026
Equity exchange ratio: 19,007 shares for every 300 held
Preference exchange ratio: 1 share for every 17 held

The amalgamation in numbers

Item	Detail
Transferor company	Nami Capital Private Limited
Transferee company	Pradeep Metals Limited, listed on BSE
Tribunal and order	NCLT Mumbai Bench V, order pronounced 29 Oct 2026
Appointed Date	01 Oct 2026
Equity exchange ratio	19,007 new Pradeep Metals equity shares for every 300 equity shares held in Nami Capital
Preference exchange ratio	1 Pradeep Metals equity share for every 17 preference shares held in Nami Capital, which are partly paid up
Pradeep Metals issued equity capital	₹17.27 crore (1,72,70,000 equity shares) as on 31 Mar 2026
Next step	Certified copy of the order and Scheme filed with the ROC in e-form INC-28 within 30 days of receipt

What the Scheme does to Nami Capital and Pradeep Metals

Under the Scheme, Nami Capital will be dissolved without winding up. Its properties, rights, liabilities, duties and powers transfer to and vest in Pradeep Metals under Section 232 of the Companies Act, 2013.

Nami Capital is engaged in trading in steel metals and in trading and investing in quoted and unquoted securities. Pradeep Metals is mainly engaged in manufacture and sale of metal forgings and castings, automotive and machinery parts, tools and pipe fittings, and in defence and non-defence systems.

The petitioners list simplification of the group structure, consolidation of legal entities and a reduction in shareholding tiers among the rationale for the Scheme. All employees of Nami Capital in service on the day before the Effective Date become employees of Pradeep Metals, on terms not less favourable than before.

Approvals and observations recorded in the order

Pradeep Metals' equity shareholders approved the Scheme at a meeting held on 12 Jun 2026, and the chairperson's report in Form CAA.4 was filed with the Tribunal on 10 Jul 2026. Pradeep Metals had earlier received a No Objection Certificate from BSE dated 15 Jul 2025.

The Regional Director, Mumbai (Western Region-II), filed a report dated 09 Oct 2026 with observations. The petitioners replied on 13 Oct 2026, and on 14 Oct 2026 the Regional Director's representative told the Tribunal that the clarifications were satisfactory. SEBI told the Tribunal that it had no objection to the Scheme.

The Official Liquidator's report dated 08 Oct 2026 said the affairs of Nami Capital have not been conducted in a manner prejudicial to the public interest or the interest of creditors. The Tribunal recorded that no objection was received from any authority, creditor or member.

What the order means for Pradeep Metals shareholders

The order sets the exchange ratios for Nami Capital's shareholders, who will receive new Pradeep Metals equity shares. The filing does not say how many shares will be allotted, when they will be allotted, or what the Scheme will do to Pradeep Metals' results.

The Scheme takes effect once the order is filed with the Registrar of Companies, Mumbai. The company says it will give the exchange the effective date when the order is filed and the Scheme becomes effective.

Reference: Original filing (PDF)

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