Avonmore Capital & Management Services Ltd. has reported a consolidated net profit of ₹619.00 lakh for the quarter ended September 30, while also announcing the withdrawal of its proposed ₹377.00 crore preferential issue.

Financial Performance

For the quarter ended September 30, Avonmore Capital reported:

• Consolidated net profit: ₹619.00 lakh
• Standalone net profit: ₹65.00 lakh

The company's financial performance showed resilience across various segments:

Withdrawal of Preferential Issue

In a significant development, Avonmore Capital has decided to withdraw its proposed preferential issue of up to 3.77 crore fully convertible warrants worth ₹377.00 crore. The company cited two primary reasons for this decision:

1. Pending approvals for a composite scheme of arrangement filed with stock exchanges.
2. The desire to avoid changes in the company's capital structure until requisite approvals are obtained.

The Board of Directors had initially approved this preferential issue on August 13, which was subsequently approved by shareholders at an Extraordinary General Meeting on September 9. However, the in-principle approval from the stock exchange was still pending.

Composite Scheme of Arrangement

Avonmore Capital has filed a Composite Scheme of Arrangement with the stock exchanges, which is currently awaiting approval. This scheme involves several group companies, including Almondz Global Securities Limited and its subsidiaries.

Outlook

While the withdrawal of the preferential issue may impact the company's immediate capital plans, Avonmore Capital's diverse business segments continue to show resilience. The company's focus on debt and equity market operations, consultancy, wealth advisory, and finance activities provides a balanced portfolio that may help navigate market fluctuations.

Investors and stakeholders will likely keep a close watch on the progress of the Composite Scheme of Arrangement, as its approval could potentially reshape the company's structure and operations in the coming months.

Avonmore Capital & Management Services Limited has announced a comprehensive restructuring plan, involving the demerger of Almondz Global Securities Limited's broking business and multiple amalgamations within the group. The scheme, approved by the company's board on September 11, 2025, aims to streamline operations and comply with regulatory requirements.

Key Components of the Restructuring Scheme

1. Demerger of Broking Business: Almondz Global Securities Limited's broking business, which includes stock broking, depository participant, and advisory services, will be transferred to Almondz Broking Services Limited. The resulting entity will retain the name 'Almondz Global Securities Limited'.

2. Multiple Amalgamations: The scheme involves the amalgamation of several group companies with Avonmore Capital & Management Services Limited:

   • Almondz Global Securities Limited (remaining non-broking business)
   • Almondz Insolvency Resolutions Services Private Limited
   • Almondz Finanz Limited
   • Apricot Infosoft Private Limited
   • Avonmore Developer Private Limited
   • Anemone Holding Private Limited

Rationale and Objectives

The restructuring is primarily driven by the need to comply with the Securities Contract Regulations Rules (SCRR) and NSE guidelines, which restrict stock exchange members from engaging in non-securities businesses. Key objectives include:

• Segregating the broking and non-broking businesses
• Enhancing operational efficiency
• Rationalizing the corporate structure
• Reducing regulatory compliance burdens
• Improving the competitive position of the combined entity

Financial Impact

The broking business, which is being demerged, contributed 8.65% to Almondz Global Securities' total revenue in the financial year 2024-25. For the quarter ended June 30, 2025, its contribution stood at 4.75%.

Shareholding Changes

Post-restructuring, Avonmore Capital's shareholding pattern is expected to change significantly:

Share Exchange Ratios

The scheme outlines the following share exchange ratios:

1. For the demerger: 1 equity share of Almondz Broking Services Limited for every 1 equity share held in Almondz Global Securities Limited.
2. For the amalgamation of Almondz Global's remaining business: 967 equity shares of Avonmore Capital for every 1,000 equity shares held in Almondz Global Securities Limited.

Regulatory Approvals

The implementation of this composite scheme is subject to approvals from:

• The National Company Law Tribunal
• Shareholders and creditors
• Other regulatory authorities, including SEBI and stock exchanges

Conclusion

This complex restructuring scheme represents a significant move for Avonmore Capital and its group companies. By separating the broking business and consolidating other operations, the company aims to create a more focused and efficient corporate structure while ensuring compliance with regulatory requirements. Shareholders and market observers will be keenly watching the execution of this scheme and its impact on the group's future performance.