Key Details

Symbol (NSE): AURIONPRO

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of three wholly owned subsidiaries into the parent holding company

Entities Involved:

  • Transferor Companies: Aurofidel Outsourcing Limited, Intellvisions Solutions Private Limited, Skanan Hardware Private Limited
  • Transferee Company: Aurionpro Solutions Limited

Demerged Company: Not Applicable (Amalgamation)

Resulting Company: Aurionpro Solutions Limited (after absorbing subsidiaries)

Share Entitlement Ratio: No new equity shares shall be issued by the Transferee Company pursuant to the Scheme. Since the Transferor Companies are wholly owned subsidiaries, no consideration shall be paid in cash or otherwise.

Implied Capital Structure Impact: No change in the shareholding pattern of the Company pursuant to the Scheme, as no new equity shares are proposed to be issued.

Post-Allotment Listing Plan: Not Specified (subsidiaries being absorbed into existing listed entity)

Regulatory and Approval Status: The Scheme is subject to requisite statutory and regulatory approvals, including:

  • Approval of the National Company Law Tribunal (NCLT)
  • Shareholder approval
  • Creditor approval (wherever applicable)
  • Other relevant authorities

Effective Date: Not Specified

Financial Rationale:

  • Rationalize the group structure
  • Merge or close down subsidiaries with minimal operations
  • Bring efficient structure
  • Save operational and compliance costs
  • Two subsidiaries own immovable properties

Impact on Shareholders: There will be no change in the shareholding pattern of the Company pursuant to the Scheme.

Additional Business Details

Aurofidel Outsourcing Limited (AOL): Engaged in functional and technical Business Processing Outsourcing Services, Knowledge Processing Outsourcing services.

Intellvisions Solutions Private Limited (ISPL): Engaged in providing IT training, consultancy, software and hardware development, system integration, data processing, research, staffing and recruitment services, and development, trading, import and export of software, hardware, IT solutions and related technologies.

Skanan Hardware Private Limited (SHPL): Engaged in manufacturing, trading, importing, exporting, assembling, processing and dealing in hardware products, hand tools, automobile hardware, plastic products, measuring instruments, machinery, equipment and allied products, along with related engineering, manufacturing and industrial services.

Related Party Transaction Status: The transaction involves amalgamation of wholly owned subsidiaries with their holding company. The Ministry of Corporate Affairs has clarified vide its General Circular No. 30/2014 dated July 17, 2014 that transactions arising out of compromise, arrangements and amalgamations dealt under specific provisions of the Companies Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013.

Disclosure Compliance: Detailed disclosures made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025- CFDPOD2/I/3762/2026 dated January 30, 2026.

Board Approval Date: 31st October, 2026