Amalgamation/Merger

Date: June 30, 2026 BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Bandra Kurla Dalal Street, Mumbai- 400001 Complex, Bandra (E) Mumbai – 400 051 General Manager, Listing Vice President, Listing Corporate Relations Department Corporate Relations Department Scrip Code: 532797 Symbol: AUTOIND Subject: Intimation regarding amendments to the Scheme of Amalgamation of Autoline Design Software Limited with Autoline Industries Limited. Dear Sir/Madam, This is to inform you that the Board of Directors of Autoline Industries Limited had approved the Scheme of Amalgamation of Autoline Design Software Limited ("Transferor Company") with Autoline Industries Limited ("Transferee Company") at its meeting held on May 15, 2026. Pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, a copy of the Scheme of Amalgamation was filed with your good office on May 20, 2026. Subsequently, pursuant to observations received from the Statutory Auditors of the Transferee Company, certain amendments have been incorporated in Clause 7 (Accounting Treatment) of the Scheme to align the accounting treatment with the requirements of Ind AS 103 (Appendix C) relating to Common Control Business Combinations. The amendments are accounting-related in nature and do not result in any change to the commercial terms, rationale, shareholding pattern, valuation, consideration, or overall structure of the Scheme as previously approved by the Board. The amendments to the scheme have been carried out based on the authority delegated by the Board of directors at its meeting held on 15th May 2026. A revised Scheme incorporating the aforesaid amendments is enclosed herewith for your records. Kindly take the same on record. Thanking you. Yours faithfully, For, Autoline Industries Limited Pranvesh Tripathi Company Secretary & Compliance Officer Place: Pune Encl.: 1. Revised Scheme of Amalgamation incorporating amendments to Clause 7. SCHEME OF AMALGAMATION AUTOLINE DESIGN SOFTWARE LIMITED WITH AUTOLINE INDUSTRIES LIMITED THEIR RESPECTIVE SHAREHOLDERS (Under Section 230 and 232 of the Companies Act, 2013 read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 The Scheme of Amalgamation provides for amalgamation of Autoline Design Software Limited with Autoline Industries Limited, pursuant to Section 230 and 232 of the Companies Act, 2013, read with Rule 25 of the Companies (Compromises, Arrangements & Amalgamation) Rules, 2016 and other applicable provisions and/or any re-enactment(s) or statutory modification(s) thereof, if any The Scheme is divided is divided into following parts: 1) Part A – dealing with definitions of the terms used in this Scheme of Amalgamation and sets out the Share Capital of the Transferor Company (herein defined) and the Transferee Company (herein defined). 2) Part B - dealing with this scheme (herein defined) of amalgamation of Autoline Design Software Limited into Autoline Industries Limited. 3) Part C – dealing with general terms and conditions applicable to this Scheme of Amalgamation and other matters consequential and integrally connected thereto. PART A DEFINITIONS AND SHARE CAPITAL 1. Definitions: 1.1 “Act” or “the Act” means the Companies Act, 2013, the Rules framed thereunder and other applicable provisions and/or any re-enactment(s), statutory modification(s), or amendment(s), thereof for the time being in force. Page 1 of 13 1.2 “Appointed Date” means 1st April 2025 or such other date as may be fixed or approved by the National Company Law Tribunal, or such other competent authority. 1.3 “Board of Director” or “Board” means the Board of Directors of the Transferor Company (herein defined) and/or the Transferee Company (herein defined), as the case may be and shall include a duly constituted committee thereof. 1.4 “Effective Date” means the later of the dates on which the certified or authenticated copies of the Orders sanctioning this Scheme of Amalgamation, passed by the National Company Law Tribunal, or such other competent authority, as may be applicable, are filed with the Registrar of Companies, Pune, Maharashtra by the Transferor Company (herein defined) & the Transferee Company (herein defined). Any reference in the Scheme to “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall mean the Effective Date. 1.5 “Scheme” or “the Scheme” or “this Scheme” means the Scheme of Amalgamation in its present form or this Scheme with such modification(s), if any, suggested by the Registrar of Companies, Pune, shareholders or creditors or such other competent authority. 1.6 “Transferor Company” means Autoline Design Software Limited, a Company incorporated under Companies Act, 1956 [CIN: U72200PN2004PLC148734] and having its registered office at Sr. Nos. 313, 314, 320-323, Nanekarwadi, Chakan, Tal. Khed; Dist.- Pune- 410501.The Transferor Company is a wholly owned subsidiary of the Transferee Company. The Transferor Company is engaged in the business of providing Information Technology enabled services, primarily for the automotive sector. 1.7 “Transferee Company” means Autoline Industries Limited a Company incorporated under the Companies Act,1956 [CIN: L34300PN1996PLC104510] and having its registered office at Sr. Nos. 313, 314, 320-323, Nanekarwadi, Chakan, Tal. Khed; Dist.- Pune- 410501. The Transferee Company is primarily engaged in the business of manufacturing and supply of auto components. The equity shares of the Transferee Company are listed on Bombay Stock Exchange and National Stock Exchange. 1.8 “Governmental Authority” means any applicable central, state or local government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, bureau or instrumentality thereof or arbitration or arbitral body having jurisdiction. 1.9 "NCLT" or "Tribunal" means the National Company Law Tribunal, Mumbai Bench, having jurisdiction in the matter. Page 2 of 13 1.10 “Undertaking” shall mean and include the whole of assets, properties, liabilities and the undertaking(s) and entire business(s) of the Transferor Company, whether or not recorded in the books, by whatever name called and including but not limited to: (a) all assets and properties of the Transferor Company as on the Appointed Date i.e. all the undertakings, the entire business, all the properties movable, or intangible, offices, residential and other premises, capital work in progress, furniture, fixture, office equipment, compensation rights, rights accruing from government contracts and commercial contracts, including any compensation which may be awarded in connection with any contracts executed prior to the Effective Date, investments of all kinds and in all forms, cash balances with banks, loans, advances, contingent rights or benefits, receivables, benefit of any deposits, financial assets, benefit of any security arrangements, reversions, powers, authorities, allotments, approvals, permissions, permits, rights, entitlements, guarantees, authorizations, approvals, agreements, contracts, licenses, registrations, tenancies, benefits of all taxes right to carry forward and set off unabsorbed losses and depreciation, privileges and rights under State tariff regulations and under various laws, avail of telephones, telexes, facsimile, email, interest, electricity and other services, reserves, provisions, funds, benefits of all agreements, all records, files, papers, computer programs, manuals, data, and other records, and all other interests of whatsoever nature belonging to or by whatever name called or in the ownership, power, possession or control of or vested in or granted in favor of or held for the benefit of or enjoyed by the Transferor Company or which have accrued to the Transferor Company as on the Appointed Date, whether in India or abroad, of whatsoever nature and wherever situated (herein [Showing first 8,000 characters — download PDF for full document]