Key Details

Symbol (NSE): ARIS

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of Arisunitern Re Solutions Private Limited (Transferor Company) with Arisinfra Solutions Limited (Transferee Company) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013.

Entities Involved:

  • Transferor Company: Arisunitern Re Solutions Private Limited (AUSPL)
  • Transferee Company: Arisinfra Solutions Limited (ASL)

Demerged Company: Not Applicable (This is an amalgamation, not a demerger)

Resulting Company: Arisinfra Solutions Limited (ASL) will be the surviving entity

Share Entitlement Ratio: Not Specified

Implied Capital Structure Impact: Not Specified

Post-Allotment Listing Plan: Not Specified

Regulatory and Approval Status:

  • The National Stock Exchange of India Limited issued its "No Objection" letter dated July 20, 2026 (Ref: NSE/LIST/54272)
  • The BSE Limited issued its "No Adverse Observations" letter dated July 17, 2026 (Ref: DCS/AMAL/RD/R37/156/2026-27)
  • SEBI provided comments on the draft scheme via letter dated July 17, 2026
  • The scheme requires approval of the Hon'ble National Company Law Tribunal, shareholders, and creditors
  • The observation letters are valid for six months from July 20, 2026, within which the scheme must be submitted to NCLT

Effective Date: Not Specified

Financial Rationale: Not Specified

Impact on Shareholders: Not Specified

SEBI Disclosure Requirements

The stock exchange letters detail extensive disclosure requirements mandated by SEBI for the scheme approval process:

  • Disclosure of all ongoing adjudication, recovery proceedings, prosecution initiated, and enforcement actions against the companies, their promoters, directors, and KMPs
  • Prominent disclosure of the proposed scheme details in the notice to shareholders
  • Comprehensive explanatory statement including:
  • Need for merger, rationale, synergies, impact on shareholders, and cost-benefit analysis
  • Details of registered valuer and merchant banker with summary of valuation methods
  • Basis for share swap ratio
  • Pre and post-scheme shareholding patterns with rationale for changes
  • Capital built-up since incorporation and last 3 years
  • Revenue, PAT, and EBITDA details for last 3 years
  • Value of assets and liabilities being transferred and post-merger balance sheet
  • Potential benefits and risks of amalgamation
  • Financial implications on promoters, public shareholders, and future growth prospects
  • Financials in the scheme including valuation report must not be more than 6 months old
  • Proposed equity shares to be issued must be in demat form only
  • No changes to draft scheme without specific written consent of SEBI
  • Observations of SEBI/stock exchanges must be incorporated in the NCLT petition

Compliance Requirements

  • The company must file a compliance status report stating compliance with each point of the Observation Letter
  • The No-Objection letters must be disclosed on the company's website within 24 hours of receipt
  • All applicable provisions of the Companies Act 2013 must be complied with, including creditor consent
  • Additional information submitted after filing must be displayed on company and exchange websites