GATRON INDUSTRIES SECURES HIGH COURT APPROVAL FOR SCHEME OF ARRANGEMENT WITH NOVA FRONTIERS AND GHANI & TAYUB
Gatron Industries Limited has disclosed that the High Court of Balochistan has approved a Scheme of Arrangement involving Nova Frontiers Limited, Gatron Industries Limited and Ghani & Tayub (Private) Limited, paving the way for changes in their shareholding structures and capital arrangements.
In a material information disclosure submitted to the Pakistan Stock Exchange (PSX) on November 11, 2026, Gatron Industries Limited announced that the Honourable High Court of Balochistan, Quetta, approved the proposed Scheme of Arrangement through an order dated October 28, 2026.
The approval was granted under Section 279 of the Companies Act, 2017, following a petition filed by Nova Frontiers Limited and the other participating companies and their respective members.
According to the court order, the arrangement involves several changes to the share capital and ownership structures of the companies. One of the key components is the cancellation of 3,921,109 fully paid-up ordinary shares of Nova Frontiers Limited, currently held by its shareholders, including Ghani & Tayub (Private) Limited. The cancellation will result in a corresponding reduction in the company’s paid-up capital, with general reserves and accumulated profits being appropriated accordingly.
The court also approved the cancellation of 31,895,139 fully paid-up ordinary shares of Gatron Industries Limited held by Nova Frontiers Limited. In exchange, the outgoing shareholders of Nova Frontiers Limited will receive Gatron Industries shares under a swap arrangement.
Under the approved terms, eligible outgoing shareholders, excluding Ghani & Tayub (Private) Limited, will receive 8.13 ordinary shares of Gatron Industries Limited for every share of Nova Frontiers Limited held by them.
For the shares held by Ghani & Tayub (Private) Limited in Nova Frontiers Limited, the corresponding Gatron Industries shares will be issued directly to its shareholders in proportion to their respective shareholdings.
Furthermore, the court approved the cancellation of 3,240,774 Gatron Industries shares already held by Ghani & Tayub (Private) Limited. Instead of cancelling these shares under the arrangement, an equivalent number of new shares will be issued directly to Ghani & Tayub’s shareholders in proportion to their ownership interests.
Another important aspect of the court-approved arrangement is the reduction of Nova Frontiers Limited’s paid-up capital following the cancellation of shares. Its paid-up capital of Rs. 96,645,740 will be divided into 9,664,574 ordinary shares with a face value of Rs. 10 each.
The court also confirmed that the remaining shareholders of Nova Frontiers Limited will continue to own and retain their shares in the company’s issued and paid-up capital as specified in the approved scheme. Nova Frontiers Limited and Ghani & Tayub (Private) Limited will also continue to own and operate their respective remaining businesses.
The High Court’s order followed the completion of the required corporate and regulatory formalities. During the proceedings, the Securities and Exchange Commission of Pakistan (SECP) informed the court that the applicants had fulfilled the relevant corporate filing requirements and that it had no objection to the approval of the arrangement, subject to the court’s acceptance.
The court subsequently allowed the petition and granted the consequential reliefs sought by the applicants. It also directed that the necessary share transfers, cancellations and additions be implemented through the Central Depository System in accordance with the applicable laws and regulations.
The approval represents an important corporate development for the companies involved, particularly in terms of their shareholding arrangements, capital structures and ownership distribution. The implementation of the scheme will be carried out in accordance with the directions contained in the High Court’s order.
Gatron Industries Limited has requested the Pakistan Stock Exchange to inform its TRE Certificate Holders about the material development.
The disclosure was signed by Shameer Haroon, Company Secretary of Gatron Industries Limited, and submitted to the exchange on November 11, 2026.
