Amrapali Fincap Limited has announced board approval for a comprehensive scheme of amalgamation with Ampire Finance Private Limited. The board meeting, held on February 13, 2026, from 05:15 PM to 05:45 PM IST, considered and approved the merger proposal under the regulatory framework of the Companies Act, 2013.

Merger Structure and Framework

The approved scheme involves the amalgamation of Amrapali Fincap Limited as the transferor company with Ampire Finance Private Limited as the transferee company. The transaction will be executed pursuant to Sections 230 to 232 of the Companies Act, 2013, read with the relevant rules of the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016.

Business Operations and Synergies

The merger brings together complementary business operations in the financial services sector. Amrapali Fincap Limited operates in the finance and broking business, while Ampire Finance Private Limited is engaged in NBFC and lending activities. This combination creates a comprehensive financial services platform with enhanced capabilities across multiple segments.

Strategic Benefits and Rationale

The board identified several key benefits expected from the amalgamation:

Operational Efficiency

• Achievement of greater integration and financial strength to maximize shareholder value
• Cost savings through focused operational efforts and rationalization of business processes
• Standardization and simplification of operations across combined entities
• Integration of similar functions including human resources, finance, legal, and management

Financial Management

• Enhanced cash and fund management capabilities for the amalgamated entity
• Unfettered access to combined cash flows for efficient deployment
• Better funding opportunities for growth initiatives
• Improved capital allocation to maximize shareholder returns

Governance and Compliance

• Consolidation and improvement of internal control systems and procedures
• Greater management and operational efficiency
• Significant reduction in multiplicity of legal and regulatory compliances
• Unified accounting and auditing processes resulting in cost and time savings

Implementation Details

The merger will be executed through a share exchange ratio, with no cash consideration involved. The company has confirmed that there will be no change in the shareholding pattern of the listed entity as a result of this transaction. The scheme requires approval from shareholders and creditors of both companies, along with regulatory clearances as mandated under the applicable laws.

The announcement was made in compliance with Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring full transparency to stakeholders and the market.