Autoline Industries Limited has amended the Scheme of Amalgamation with its wholly owned subsidiary, Autoline Design Software Limited, to align the accounting treatment with Ind AS 103 (Appendix C) relating to Common Control Business Combinations. The revisions were incorporated following observations from the statutory auditors of the transferee company. The amendments do not result in any change to the commercial terms, rationale, shareholding pattern, valuation, consideration, or overall structure of the scheme previously approved by the Board.

The Board of Directors of Autoline Industries Limited had initially approved the amalgamation scheme at its meeting held on May 15, 2026. A copy of the original scheme was filed with the exchanges pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 on May 20, 2026. The revised scheme, incorporating the amendments to Clause 7 (Accounting Treatment), was submitted to BSE Limited and National Stock Exchange of India Ltd on June 30, 2026.

The scheme provides for the amalgamation of Autoline Design Software Limited (Transferor Company) with Autoline Industries Limited (Transferee Company) under Sections 230 and 232 of the Companies Act, 2013. The Appointed Date for the amalgamation is April 1, 2025. As the Transferor Company is a wholly owned subsidiary, no equity shares will be issued to its shareholders; the shares held by the Transferee Company will be cancelled and extinguished upon the scheme becoming effective.

Share Capital Details

The share capital of the entities involved as on March 31, 2026, is outlined below:

Accounting Treatment and Rationale

The transferee company will account for the scheme using the 'Pooling of Interest' method as prescribed under Ind AS 103. Assets and liabilities will be transferred at book value, and financial information for prior periods will be restated. The rationale for the amalgamation includes greater integration, improved organizational capability, operational synergies, and economies of scale. The scheme aims to streamline operations and reduce the operational costs of legal entities.

Upon the Effective Date, the authorized share capital of Autoline Industries Limited will increase to Rs. 51,00,00,000. The main object clause of the Transferee Company will be substituted to include software development and IT-enabled services. All employees of the Transferor Company will become employees of the Transferee Company without a break in service, and their terms of employment will not be less favorable.

Autoline Industries Limited disclosed that its promoters and persons acting in concert (PACs) did not encumber any of their shareholding during the financial year ended March 31, 2026. The confirmation was provided by Shivaji Tukaram Akhade, a promoter of the company, in a filing submitted to the stock exchanges.

The declaration was made pursuant to Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This regulation requires promoters to disclose any encumbrance on their shareholding to ensure transparency for shareholders.

The disclosure explicitly states that neither the promoters nor any persons acting in concert with them created any direct or indirect encumbrance on their respective shareholdings in Autoline Industries Limited during the specified period.

The following promoters were covered under this declaration:

The letter was addressed to The BSE Limited and The National Stock Exchange of India Ltd, as well as the Audit Committee of Autoline Industries Limited. The stock exchanges have been requested to take the disclosure on record.