NSEAmalgamation/Merger1h ago · 31 Oct 2026, 08:13 pm

Amalgamation/Merger

Aurionpro Solutions Limited · AURIONPRO

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Aurionpro Solutions Limited has informed the Exchange about Scheme of Amalgamation of Three Wholly Owned Subsidiaries with Aurionpro Solutions Limited.

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Earnings Impact2/10
Growth Catalyst3/10
Governance Concern1/10
Regulatory Risk2/10
Balance Sheet Risk1/10
Liquidity Impact8/10
Market Sentiment5/10

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Aurionpro Solutions Limited has informed the Exchange about Scheme of Amalgamation of Three Wholly Owned Subsidiaries with Aurionpro Solutions Limited.

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AURIONPRO_31102026201253_ASL_Outcome_of_Board_Meeting_Merger_sd.pdf

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October 31, 2026 To, To, National Stock Exchange of India Limited The BSE Limited, 25th Floor, P. J. Towers, Exchange Plaza’. C-1, Block G, Fort, Mumbai: 400 001. Bandra Kurla Complex, Bandra (E), SCRIP CODE: 532668 Mumbai - 400 051. NSE SYMBOL: AURIONPRO Dear Sir/Madam, Subject: Intimation regarding Scheme of Amalgamation of Three Wholly Owned Subsidiaries with Aurionpro Solutions Limited We wish to inform you that the Board of Directors of Aurionpro Solutions Limited (“Company”), at its meeting held on 31st October, 2026, has considered and approved the Scheme of Amalgamation of its three wholly owned subsidiaries, namely, Aurofidel Outsourcing Limited, Intellvisions Solutions Private Limited and Skanan Hardware Private Limited (“Transferor Companies”), with and into Aurionpro Solutions Limited, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder. The Scheme is subject to requisite statutory and regulatory approvals, including the approval of the National Company Law Tribunal (NCLT), shareholders and creditors, wherever applicable, and other relevant authorities. The detailed disclosures 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, are enclosed herewith as Annexure I. The above disclosures are available on the website of the Company at www.aurionpro.com This is for your information and records. Yours Sincerely, For Aurionpro Solutions Limited, Ninad Kelkar Company Secretary Annexure-I. The detailed disclosure as required pursuant to Regulation 30 of the Listing Regulations and SEBI Master Circular: Name of the entity(ies) forming part of The Scheme of Amalgamation involves Aurionpro Solutions the amalgamation/merger, details in Limited (Transferee Company) and its three wholly owned brief such as, size, turnover etc subsidiaries, namely, Aurofidel Outsourcing Limited, Intellvisions Solutions Private Limited and Skanan Hardware Private Limited (Transferor Companies). The Transferor Companies do not have significant operations except immovable properties owned by two of these subsidiaries. The Details of their financial performance, including turnover, are available in their respective audited financial statements on the Company's website at www.aurionpro.com . Whether the transaction would fall The transaction involves the amalgamation of wholly owned within related party transactions? If yes, subsidiaries with their holding company and RPT to that extent. whether the same is done at “arm’s However, except common directorship none of the Directors/ length”; promoters have any personal interest in those subsidiaries. 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 Further, pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’), the provisions of related party transactions are not applicable to transactions between the holding company and its wholly owned subsidiary. Area of business of the entity(ies); Aurofidel Outsourcing Limited (AOL) AOL engaged in the business of carrying out functional and technical Business Processing Outsourcing Services, Knowledge Processing Outsourcing services. Intellvisions Solutions Private Limited (ISPL) ISPL engaged in the business of providing IT training, consultancy, software and hardware development, system integration, data processing, research, staffing and recruitment services, and to undertake the development, trading, import and export of software, hardware, IT solutions and related technologies in India and abroad. Skanan Hardware Private Limited (SHPL) 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. Rationale for amalgamation/ merger; The proposed amalgamation is part of an initiative to rationalize the group structure and merge or close down the subsidiaries with minimal operations. The initiative is expected to bring and efficient structure and save operational and compliance cost. In case of cash consideration – amount or Since the Transferor Companies are wholly owned subsidiaries of otherwise share exchange ratio; the Transferee Company, no consideration shall be paid in cash or otherwise, and no new equity shares shall be issued by the Transferee Company pursuant to the Scheme. Brief details of change in shareholding There will be no change in the shareholding pattern of the pattern (if any) of listed entity. Company pursuant to the Scheme, as no new equity shares are proposed to be issued.