Update on Scheme of Amalgamation - Order of NCLT for convening Meeting of Shareholders

Nami Capital Private Limited (NCPL), an unlisted group entity, is being merged into listed Pradeep Metals Limited (PML) under a Scheme of Amalgamation. The NCLT Mumbai Bench has directed PML to convene a meeting of its equity shareholders to consider and approve the scheme. The swap ratio is fixed at 19,007 PML equity shares for every 300 NCPL equity shares, and 1 PML equity share for every 17 NCPL preference shares (partly paid). The rationale includes simplifying the group structure, reducing legal entities, improving capital allocation, and creating a larger asset base. PML's net worth is expected to rise from Rs. 144.15 crore to Rs. 160.58 crore post-merger. Meetings of NCPL shareholders, PML's secured creditors (Rs. 59.96 crore outstanding), and unsecured creditors (Rs. 39.10 crore outstanding) have all been dispensed with, as consents were received or no adverse impact is expected. Only PML's public equity shareholders will vote on the deal.