The Board of Directors of Avonmore Capital & Management Services Limited convened a meeting on Friday, July 31, 2026, commencing at 12:30 p.m. and concluding at 1:35 p.m., at which it approved a Draft Scheme of Amalgamation. The scheme involves the merger of four wholly-owned subsidiaries — referred to as transferor companies — with Avonmore Capital & Management Services Limited as the transferee company, pursuant to Sections 230 to 232 of the Companies Act, 2013 and rules made thereunder. The approval is subject to requisite approvals and consents as may be required.

Entities Involved in the Amalgamation

The scheme encompasses four transferor companies merging into the transferee company. The following table presents the paid-up share capital and standalone turnover for the year ended March 31, 2026, for each entity involved:

Business Profile of the Transferee Company

Avonmore Capital & Management Services Limited is a non-deposit taking Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India as an NBFC — Non-Deposit taking — Non-Systematically Important under Section 45 IA of the Reserve Bank of India Act, 1934. The company is involved in making long-term strategic investments, specifically in group companies and Non-Banking Finance Activities (Non-Deposit). It functions as a primary holding and investment company, focusing on new business opportunities.

Rationale and Key Terms of the Scheme

The transferor companies and the transferee company are entities within the same group. The key details and terms of the proposed amalgamation are outlined below:

• Rationale: The proposed amalgamation is intended to result in simplification of the corporate structure and reduction in cost from more focused operational efforts, rationalization, standardization, and simplification of business processes.
• Share Exchange / Cash Consideration: Since the transferor companies are wholly-owned subsidiaries of the transferee company, no shares of the transferee company shall be allotted in lieu of or in exchange of its holding in the transferor companies. Upon the scheme becoming effective, the entire issued, subscribed, and paid-up share capital of the transferor companies shall stand cancelled and extinguished without any further application, act, or deed.
• Shareholding Pattern: There will be no change in the shareholding pattern of the listed entity pursuant to this Scheme of Amalgamation.
• Related Party Transactions: The transferor companies are wholly-owned subsidiaries and are thus related parties. However, in accordance with General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs, transactions arising out of compromises, arrangements, and amalgamations under specific provisions of the Companies Act, 2013 are not subject to the requirements of Section 188 of the Companies Act, 2013. The scheme is also exempt as per Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and from the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

Regulatory Compliance

The disclosure has been made pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company has stated that the scheme is subject to requisite approvals and consents as may be required, and the relevant details have been made available on the company's website.

Innovative Money Matters Private Limited, Rakam Infrastructures Private Limited, and Navjeet Singh Sobti (HUF), promoters of Avonmore Capital & Management Services Ltd , confirmed they held a combined total of 13,89,50,280 shares as on March 31, 2026. All entities stated that no encumbrance was created on these shares, directly or indirectly, during the financial year ended March 31, 2026. The disclosures ensure transparency regarding the holding status of the promoter group.

The declarations were made in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This regulation requires promoters to disclose the status of encumbrance on their shareholdings annually. The letters were addressed to the General Manager of Listing & Corporate Relations at the Bombay Stock Exchange Ltd, the Listing Department at the National Stock Exchange of India Ltd, and the Audit Committee of Avonmore Capital & Management Services Ltd.

Navjeet Singh Sobti, Director of both Innovative Money Matters Private Limited and Rakam Infrastructures Private Limited and Karta & Co-Parcener of Navjeet Singh Sobti (HUF), signed the disclosures on behalf of the firms. The submissions were digitally signed on April 6, 2026. Rakam Infrastructures Private Limited is registered with the Corporate Identification Number (CIN) U74899DL1994PTC057217 and operates from its registered office in New Delhi.