Gamco Limited, a prominent player in the financial sector, has announced a significant corporate restructuring move. The company's Board of Directors has approved a scheme of amalgamation with its wholly-owned subsidiary, Complify Trade Private Limited (CTPL). This strategic decision, made on November 20, 2025, aims to streamline operations and enhance financial efficiency.

Key Details of the Merger

The amalgamation involves the following key aspects:

Rationale Behind the Merger

The company has outlined several strategic reasons for this amalgamation:

1. Financial Strength: The merger is expected to achieve greater integration and financial flexibility, maximizing overall shareholder value.
2. Cost Efficiency: By consolidating operations, GAMCO aims to realize cost savings through rationalization of processes and administrative expenses.
3. Operational Synergies: The amalgamation is anticipated to lead to improved productivity and more economical operations for future growth.
4. Resource Pooling: Merging managerial, technical, and financial resources is expected to enhance the competitiveness of GAMCO.
5. Regulatory Simplification: The merger will significantly reduce the multiplicity of legal and regulatory compliances currently required for both entities.

Impact on Shareholding and Consideration

As CTPL is a wholly-owned subsidiary of GAMCO Limited, the merger will not result in any share swap or cash consideration. The existing shares of CTPL held by GAMCO will be cancelled upon the scheme becoming effective. Importantly, this amalgamation will not alter GAMCO Limited's current shareholding pattern.

Business Focus of CTPL

CTPL's primary business activities include:

• Distribution and trading of various merchandise
• Acting as clearing agents and freight contractors
• Providing services as licensing agents and general brokers
• Engaging in trade and investment activities

Regulatory Compliance

The proposed scheme is exempt from related party transaction provisions under SEBI regulations, as clarified by the Ministry of Corporate Affairs. This exemption streamlines the approval process for the amalgamation.

Conclusion

This strategic move by GAMCO Limited represents a significant step towards operational consolidation and financial optimization. By absorbing its wholly-owned subsidiary, the company aims to enhance its market position and operational efficiency in the competitive financial sector landscape.

Gamco Limited, a prominent player in the Indian financial landscape, has taken a significant step in reshaping its corporate structure. In an Extra-Ordinary General Meeting (EOGM) held on November 5, 2025, shareholders of the company voted overwhelmingly in favor of selling shares in Visco Advisory Private Limited, a wholly-owned subsidiary of GAMCO Limited.

Voting Details

The special resolution for the sale was met with strong shareholder support, as evidenced by the voting results:

Meeting Proceedings

The EOGM, conducted through video conferencing, saw participation from all of GAMCO's directors. Key points from the meeting include:

• The meeting commenced at 12:00 PM IST and concluded at 12:20 PM IST.
• Mr. Risbh Kumar Singhi, Company Secretary & Compliance Officer, welcomed attendees and managed proceedings.
• Mr. Rajeev Goenka served as the Chairman of the meeting.
• Mr. Babu Lal Patni, a Practicing Company Secretary, was appointed as the Scrutinizer to oversee the voting process.

Voting Process

Shareholders were provided with multiple avenues to cast their votes:

1. Remote e-voting was available from November 2, 2025 (9:00 AM IST) to November 4, 2025 (5:00 PM IST).
2. E-voting during the EOGM was facilitated for those who hadn't participated in remote voting.

The e-voting services were provided by Central Depository Services (India) Limited (CDSL), ensuring a secure and transparent voting process.

Implications and Next Steps

While the resolution's approval marks a significant development for GAMCO Limited, the company has not disclosed specific details about the sale's terms or the strategic rationale behind divesting Visco Advisory Private Limited.

As per regulatory requirements, GAMCO Limited is expected to announce detailed voting results, including the Scrutinizer's report, within two working days of the EOGM's conclusion. This information will be made available on the company's website, the CDSL e-voting platform, and relevant stock exchanges.

Investors and stakeholders may want to monitor further announcements from GAMCO Limited regarding the execution of this approved sale and its potential implications on the company's operations.