Key Details

Symbol (NSE): ARIS

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of wholly-owned subsidiary into parent company

Entities Involved:

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

Demerged Company: Not Applicable (Amalgamation scheme)

Resulting Company: Arisinfra Solutions Limited (after amalgamation)

Share Entitlement Ratio: 517 equity shares of ₹2 each fully paid up of Arisinfra Solutions Limited for every 10 equity shares of ₹10 each fully paid up held in Arisunitern Re Solutions Private Limited

Implied Capital Structure Impact: Not Specified

Post-Allotment Listing Plan: The resulting entity (Arisinfra Solutions Limited) will remain listed on BSE and NSE

Regulatory and Approval Status:

  • NCLT Mumbai Bench has issued procedural order dated 7th October 2026
  • Scheme requires approval from equity shareholders and secured creditors of Transferee Company
  • SEBI/Stock Exchange observations received from BSE (17.07.2026) and NSE (20.07.2026)
  • Final NCLT sanction pending after completion of meetings and approvals

Effective Date: Appointed Date defined as "01st April, 2026 or such other date as may be fixed or approved by the Competent Authority/Appropriate Authority"

Financial Rationale:

  • Consolidation of activities with pooling and more efficient utilization of resources
  • Greater economies of scale and reduction in overheads and other expenses
  • Improved cash management and access to cash flows for growth opportunities
  • Elimination of non-controlling interest in Transferor Company (Arisunitern Re Solutions)
  • BPS accretion, improved return ratios, and long-term value creation for shareholders
  • Reduction in multiplicity of entities and compliance costs
  • Leveraging customer relationships, business networks, and geographic presence

Impact on Shareholders:

  • Shareholders of Arisunitern Re Solutions will receive shares of Arisinfra Solutions Limited as per the exchange ratio
  • Elimination of non-controlling interest in the transferor company
  • Consolidation of entire economic interest within the transferee company
  • Expected BPS accretion and improved return ratios for Arisinfra Solutions shareholders

Additional Details

Capital Structure Pre-Scheme:

  • Arisunitern Re Solutions Private Limited: Authorized capital ₹50,00,000; Issued, subscribed and paid-up capital ₹50,00,000 (5,00,000 equity shares of ₹10 each)
  • Arisinfra Solutions Limited: Authorized capital ₹22,30,00,000; Issued and subscribed capital ₹16,35,22,492; Paid-up capital ₹16,35,87,692 (8,17,93,846 equity shares of ₹2 each)

Ownership Structure: Arisinfra Solutions Limited holds 73.75% of equity share capital of Arisunitern Re Solutions Private Limited

Meeting Requirements:

  • Equity shareholders meeting of Transferor Company dispensed with (100% consent obtained)
  • Meetings required for equity shareholders and secured creditors of Transferee Company
  • Unsecured creditors meetings dispensed with for both companies
  • Notices to be issued to unsecured creditors with outstanding ≥ ₹1,00,000

Timeline: Meetings to be convened within 60 days from order upload on NCLT website

Appointments:

  • Chairperson: Dr. Mansi Jain (Remuneration: ₹1,50,000)
  • Scrutinizer: Ms. Taruna Kumbhar (Remuneration: ₹75,000)

Publication Requirements: Notice to be published in Financial Express (English) and Loksatta (Marathi)