Quetta: The Honourable High Court of Balochistan has sanctioned a comprehensive Scheme of Arrangement involving Nova Frontiers Limited, Gatron (Industries) Limited, and Ghani & Tayub (Private) Limited, following extensive legal proceedings conducted under Section 279 of the Companies Act, 2017. The Court's order, dated October 28, 2026, was disclosed by Gatron (Industries) Limited on November 11, 2026, in compliance with regulatory requirements.
The court's decision marks a pivotal moment for the companies involved, as it addresses multiple facets of their corporate reorganization. This Scheme of Arrangement has been meticulously crafted, taking into account the interests of the shareholders and stakeholders of the three companies. The order was issued after careful consideration of legal arguments presented by the parties involved, including the Securities & Exchange Commission of Pakistan (SECP).
The High Court's order entails several critical components, including the cancellation of shares and the issuance of new shares to existing shareholders, based on a specific swap ratio. Specifically, 3,921,109 fully paid-up ordinary shares of Nova Frontiers Limited will be canceled, resulting in a corresponding reduction in the paid-up capital. Meanwhile, Gatron (Industries) Limited will cancel 31,895,139 shares held by Nova Frontiers Limited, with new shares being issued to outgoing shareholders at a swap ratio of 8.13 ordinary shares for every share held.
Additionally, the court has sanctioned the cancellation of 3,240,774 shares of Gatron (Industries) Limited, previously held by Ghani & Tayub (Private) Limited, with equivalent new shares to be issued directly to shareholders in proportion to their holdings. The adjustments will be facilitated through the utilization of general reserves and un-appropriated profits.
According to information available from the Pakistan Stock Exchange (PSX), Gatron (Industries) Limited is listed in the designated market category of the PSX, underscoring the significance of this corporate restructuring for the financial markets.
The court's ruling also confirms the continuation of operations for Nova Frontiers Limited and Ghani & Tayub (Private) Limited in their existing capacities, ensuring stability and continuity for the companies and their stakeholders. The court has directed that all necessary book-entry securities adjustments be made in accordance with the regulations of the Central Depository Company of Pakistan Limited.
The approval of this Scheme of Arrangement follows a series of legal proceedings and meetings, including an Extraordinary General Meeting of the companies' members, convened to secure the requisite statutory majority for the proposed reorganization. The SECP, having reviewed the corporate filings and compliance with legal requirements, raised no objections to the proposed arrangements.
This development represents a significant milestone for Gatron (Industries) Limited and its associated entities, as they embark on a path of corporate restructuring aimed at enhancing operational efficiency and shareholder value.