| Whether the Amalgamation/Merger would fall within Related Party Transaction(s)? ("RPT")* | No |
| Date of board meeting in which RPT approval taken | |
| Date of audit committee meeting in which RPT approval taken | |
| Whether the said RPT is material?* | |
| Date of approval from shareholders | |
| Whether the promoter/ promoter group/ group companies (including associate/ holding/ subsidiary)/ Director/ KMP/ SMP and its relatives have any interest in the entity?* | No |
| Nature of interest and details thereof | |
| Whether the same is done at "arm's length"* | Yes |
| Whether special resolution is passed/proposed? | |
| Date of Special Resolution | |
| 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. |
| Nature of consideration- whether cash consideration or share swap or any other form and details of the same* | Others |
| Share exchange ratio | |
| Amount of cash consideration (Rs. in Crore) | |
| Details of consideration | Since the Transferor Companies are wholly owned subsidiaries of 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 pattern (if any)of listed entity* | There will be no change in the shareholding pattern of the Company pursuant to the Scheme, as no new equity shares are proposed to be issued. |
| Any other significant information (in brief)* | None |