Palco Metals Limited has convened an Extraordinary General Meeting (EGM) on July 27, 2026, to seek shareholder approval for the amalgamation of its wholly-owned subsidiary, Palco Recycle Industries Limited. The merger, effective from the Appointed Date of April 1, 2025, aims to streamline the corporate structure, consolidate assets and liabilities, and achieve cost savings through legal-entity rationalisation. The scheme is subject to the sanction of the National Company Law Tribunal (NCLT), Ahmedabad Bench, which has directed the convening of this meeting.

The Board of Directors of Palco Metals Limited approved the notice for the shareholder meeting on June 25, 2026. The Scheme of Amalgamation was previously approved by the boards of both the transferor company, Palco Recycle Industries Limited, and the transferee company, Palco Metals Limited, on June 28, 2025, and June 30, 2025, respectively. The NCLT order dated June 16, 2026, mandated the meeting to consider the scheme under Sections 230 to 232 of the Companies Act, 2013.

Scheme Details and Rationale

The amalgamation involves the transfer of all assets, liabilities, and undertakings of Palco Recycle Industries Limited to Palco Metals Limited without any further act or deed. As the transferor company is a wholly-owned subsidiary, no new equity shares will be issued, and no consideration will be paid to its shareholders. The shareholding of Palco Metals Limited in the subsidiary will stand cancelled upon the effectiveness of the scheme.

The rationale for the merger includes enabling more efficient utilisation of capital and resources, simplifying compliance and management oversight, and reducing the multiplicity of records and regulatory compliances. The companies expect the consolidation to maximise stakeholder value through operational efficiencies and the elimination of duplicate expenses.

Voting and Meeting Procedures

The EGM will be held in physical mode at the company's registered office in Ahmedabad. Mr. Laxman Madnani has been appointed as the Chairman of the meeting, and Mr. Vedant Dave has been appointed as the Scrutinizer. Voting on the resolution will be conducted solely through remote e-voting and by poll or ballot at the meeting; there will be no voting by show of hands.

Regulatory and Stakeholder Impact

The scheme requires approval from a majority of persons representing three-fourths in value of the equity shareholders voting. Additionally, in terms of the SEBI Schemes Master Circular, the scheme must be approved by a simple majority of the public shareholders voting. The merger is not prejudicial to the interests of creditors, as no compromise or arrangement is offered to them, and their liabilities are neither reduced nor extinguished, save for inter-company balances.

Upon the scheme becoming effective, all employees of Palco Recycle Industries Limited will be engaged by Palco Metals Limited without any interruption in service and on terms no less favourable than their existing terms. The directors and key managerial personnel of the transferor company will cease to hold their positions upon the dissolution of the entity.

The National Company Law Tribunal (NCLT), Ahmedabad Bench, has allowed the first motion application for the proposed scheme of arrangement between Palco Metals Limited and Palco Recycle Industries Limited. The order dated June 16, 2026, permits the companies to proceed under Sections 230 to 232 of the Companies Act, 2013, subject to necessary approvals.

Pursuant to the order, the Tribunal has directed the convening of meetings for the equity shareholders of the Transferee Company and the secured and unsecured creditors of the Transferor Company. These meetings must be held within 45 days of the order.

The Chairman of the Meeting is required to file the report of the proceedings with the Hon'ble Tribunal within seven days of the conclusion of the meetings. The scheme is contingent upon receiving requisite approvals from the shareholders and creditors, followed by the final sanction of the NCLT and other applicable regulatory authorities.

The detailed order has been made available on the website of the company. Palco Metals Limited had previously intimated the exchanges regarding the scheme on May 30, 2025, and June 30, 2025.