Aurionpro Solutions Limited has announced the approval of a Scheme of Amalgamation by its Board of Directors. The scheme involves the merger of its three wholly-owned subsidiaries: Aurofidel Outsourcing Limited, Intellvisions Solutions Private Limited, and Skanan Hardware Private Limited, into the parent company. This strategic move aims to rationalize the group structure, optimize operations, and reduce compliance costs, with no cash consideration or new equity issuance involved.
Aurionpro Solutions Board Approves Amalgamation Scheme
The Board of Directors of Aurionpro Solutions Limited, at its meeting held on October 31, 2026, has given its approval for a Scheme of Amalgamation. This significant corporate action involves the merger of three of the company’s wholly-owned subsidiaries – Aurofidel Outsourcing Limited, Intellvisions Solutions Private Limited, and Skanan Hardware Private Limited – into the parent entity, Aurionpro Solutions Limited.
Strategic Rationale for Merger
The proposed amalgamation is driven by a strategic initiative to rationalize the group’s structure and consolidate entities with minimal operations. The company anticipates that this merger will lead to a more efficient operational framework and substantial savings in both operational and compliance costs. The scheme is being undertaken pursuant to Sections 230 to 232 of the Companies Act, 2013.
Key Details of the Amalgamation
The Transferor Companies, which are wholly-owned subsidiaries, do not possess significant operations beyond immovable properties owned by two of them. Their financial performance details, including turnover, are available in their respective audited financial statements on the company’s website.
As this is an amalgamation of wholly-owned subsidiaries with their holding company, it is considered a related party transaction. However, it has been clarified that such transactions, when arising out of statutory provisions like the Companies Act, 2013, do not fall under the purview of related party transactions as defined by Section 188 of the Act. Furthermore, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, state that provisions for related party transactions are not applicable to transactions between a holding company and its wholly-owned subsidiary.
No Cash Consideration or New Equity Issuance
Crucially, since the transferor companies are wholly-owned subsidiaries, no cash consideration will be paid, nor will any new equity shares be issued by Aurionpro Solutions Limited as part of this scheme. Consequently, there will be no change in the shareholding pattern of the listed entity.
Business Areas of Subsidiaries
Aurofidel Outsourcing Limited (AOL) is engaged in Business Processing Outsourcing Services and Knowledge Processing Outsourcing services.
Intellvisions Solutions Private Limited (ISPL) provides IT training, consultancy, software and hardware development, system integration, data processing, research, staffing, and recruitment services, including the development, trading, import, and export of IT solutions.
Skanan Hardware Private Limited (SHPL) is involved in the manufacturing, trading, importing, exporting, assembling, processing, and dealing of hardware products, hand tools, automobile hardware, plastic products, measuring instruments, machinery, equipment, and allied industrial services.
Regulatory Approvals Pending
The Scheme of Amalgamation is contingent upon obtaining the necessary statutory and regulatory approvals, which include the approval of the National Company Law Tribunal (NCLT), shareholders, and creditors, as applicable, along with other relevant authorities.
Source: BSE
