Avio Smart Market Stack has issued a corrigendum to the notice of its 34th Annual General Meeting, revising the terms of its proposed preferential issue of equity shares. The revision follows observations from the National Stock Exchange (NSE) regarding the pricing basis, resulting in a slight adjustment to the issue price and total share count.

Revised preferential issue details

The company initially sought shareholder approval for the issuance of 11,02,42,980 equity shares at a price of ₹7.80 per share. Under the revised terms disclosed in the corrigendum dated September 25, 2026, the number of shares to be issued increases to 11,13,02,372, while the issue price decreases to ₹7.73 per share. Consequently, the aggregate amount of the preferential issue stands at ₹85,98,99,866.

The preferential allotment is linked to the acquisition of 66,212 equity shares of Ampivo Smart Technologies Private Limited, representing 43.44% of its equity share capital. The acquisition consideration is non-cash, with Avio Smart issuing its own shares to the Ampivo shareholders.

Pricing basis and regulatory compliance

The original valuation report considered trading data from the Bombay Stock Exchange (BSE), determining the price at ₹7.80 based on the higher of the 90-day and 10-day Volume Weighted Average Price (VWAP). However, the NSE directed the company to consider the exchange with higher trading volume. Since NSE accounted for 90.33% of the trading volume compared to BSE's 22.60% during the preceding 240 trading days, the registered valuer revised the valuation to use NSE data.

The revised price of ₹7.73 is derived from the higher of the 90-day VWAP on NSE (₹7.7258) and the 10-day VWAP on NSE (₹7.00). The valuer also confirmed that values under the Income Approach (₹0.98) and Cost Approach (₹1.12) were lower than the Market Approach, leading to a 100% weightage assignment to the market-based valuation.

Impact on shareholding pattern

The preferential issue will result in significant dilution of existing promoter holding. Kinex India Private Limited, the promoter group entity, currently holds 65.82% of the company. Post-issue, this stake will dilute to 48.21%, although the company states there will be no change in control as the new allottees are classified as non-promoters.

The public shareholding is expected to rise from 34.18% to 51.79%. The major beneficiaries of the allotment include Satyapoorna Chander Yalamanchili, who holds the largest stake in Ampivo and will receive 10,08,60,000 shares of Avio Smart, representing 24.33% of the post-issue capital.

Strategic context: Digital agriculture expansion

This financial restructuring occurs alongside Avio Smart’s ongoing strategic initiatives in the digital agriculture sector. Recently, the company entered into a Memorandum of Understanding (MoU) with Ampivo Smart Technologies to deepen their collaboration on digital farming services. The partnership aims to introduce Ampivo’s digital agriculture platform, Agri Kisan Setu, across identified villages within Avio Smart’s established rural network.

Partnership overview

The collaboration between Avio Smart Market Stack and Ampivo is aimed at strengthening digital farming capabilities and improving service delivery to farming communities in rural India. The partnership focuses on leveraging digital tools and platforms to address the needs of farmers operating in underserved rural areas. As part of its broader expansion strategy, Ampivo is working with Farmer Producer Organizations (FPOs), NGOs, institutions, and other ecosystem partners across India to extend its digital agriculture platform to a larger farmer base. The proposed collaboration with Avio Smart is an important part of this expansion, providing an opportunity to introduce the platform across Avio Smart’s established rural network.

Focus on rural agricultural communities

The initiative targets rural India, where access to modern agricultural services and digital infrastructure has historically been limited. Through this partnership, Avio Smart Market Stack and Ampivo aim to bridge this gap by bringing enhanced digital farming solutions directly to farming households. Ampivo has independently developed and launched its agriculture application, Agri Kisan Setu, available on the Google Play Store in seven languages. The platform is already being used in villages where Ampivo is conducting farmer trainings and pilot programmes, enabling the company to gather on-ground feedback and continuously refine its technology, content, and service workflows.

Platform capabilities and sustainability goals

Ampivo’s platform supports agri enterprises by providing access to modern farm tools, farm management assistance, and agricultural commodity-wise market information. It brings together key agricultural services through a unified digital interface, including market price discovery, buyer and seller connectivity, agricultural knowledge, tutorials, government-scheme information, and specialized services such as drone services. These tools are designed to improve farm productivity, decision-making, supply chain efficiency, and streamline farm operations, reduce costs, and enhance farm income.

The platform is also being developed to support carbon credits and digital Measurement, Reporting, and Verification (DMRV), with the objective of enabling farmers to participate in eligible sustainability and carbon reduction-linked programmes. Additionally, Ampivo is developing digital workflows to help farmers find government schemes and entitlements relevant to their location, profile, and agricultural activities.

Executive commentary

N. Vidhya Sagar Reddy, Managing Director, Avio Smart Market Stack Limited, stated that the company is focused on building an ecosystem that connects rural communities with markets, technology, financial services, and new economic opportunities. He noted that while Ampivo has developed and deployed a live digital agriculture platform, the collaboration allows them to extend these capabilities across network villages, leveraging Avio Smart’s rural reach and Ampivo’s technology to provide farmers with easier access to agricultural information, services, markets, and emerging sustainability opportunities.

Anupam Shah, Chief Operating Officer, Ampivo Smart Technologies, highlighted that the company has progressed from technology development to live deployment. He mentioned that their multilingual and configurable platform is designed to adapt to different geographies, crops, and farmer requirements. The partnership with Avio Smart provides an important opportunity to take Ampivo to a much larger rural ecosystem through collaborations with FPOs, NGOs, and institutions across India.

Avio Smart Market Stack Limited has scheduled its 34th Annual General Meeting (AGM) for September 30, 2026, at 12:00 noon to seek shareholder approval for a ₹150 crore Qualified Institutions Placement (QIP) and the acquisition of a 43.44% stake in Ampivo Smart Technologies Private Limited.

The meeting will be conducted via Video Conference or Other Audio-Visual Means, in accordance with circulars issued by the Ministry of Corporate Affairs and SEBI. The Register of Members and Share Transfer Books will remain closed from September 24, 2026, to September 30, 2026 (both days inclusive). The cut-off date for e-voting eligibility is September 23, 2026.

Capital Raising and Strategic Acquisitions

The primary agenda includes a QIP of up to ₹150 crore. Proceeds are earmarked for business expansion, working capital, strategic investments in agri-technology, and general corporate purposes. This requires a special resolution.

Simultaneously, shareholders will vote on acquiring an additional 43.44% stake in Ampivo Smart Technologies Private Limited through a non-cash share-swap arrangement. Avio currently holds 4.67% in Ampivo; this transaction would raise its aggregate holding to approximately 48.11%.

Ampivo Acquisition Details

The preferential issue involves allotting up to 11,02,42,980 equity shares at an issue price of ₹7.80 per share, aggregating to ₹85.99 crore in consideration other than cash. The share-swap ratio is fixed at 1,665 equity shares of Avio for every one equity share of Ampivo.

Ampivo focuses on technology-driven solutions for healthcare, rural commerce, and AI. Its turnover grew from ₹0.26 crore in FY23-24 to ₹33.19 crore in FY24-25 and ₹34.23 crore in FY25-26.

Governance and Director Re-appointments

The AGM will also see the re-appointment of Mr. N. Vidhya Sagar Reddy as Managing Director for three years, commencing August 12, 2026. His annual cost to company is set at ₹58.88 lakh. Additionally, Ms. Vilasitha Dandamudi retires by rotation and offers herself for re-appointment.

Auditor Appointment

Based on the Audit Committee's recommendation, the board proposed appointing M/s SVRL & Co. as statutory auditors for five years, from the conclusion of the 34th AGM until the 39th AGM. This follows the resignation of the erstwhile auditor, M/s Brahmayya & Co., effective November 14, 2025.

Financial Performance Context

FY26 marked a significant improvement in financial performance. Consolidated revenue increased approximately 160% year-on-year to ₹103.96 crore from ₹40.04 crore in FY25. Profit After Tax rose approximately 240% to ₹5.94 crore from ₹1.75 crore. This growth was driven principally by the ramp-up of the newly established Agri Supply Chain & Technologies segment.

What the Numbers Show

The Agri Supply Chain & Technologies segment emerged as the largest contributor, accounting for ₹60.69 crore in revenue (58% of total) and ₹4.71 crore in profit before interest and tax. In contrast, the foundational Financial Inclusion & Digital Services segment contributed ₹40.72 crore in revenue but only ₹0.86 crore in profit before interest and tax. This shift highlights the company's successful pivot towards agri-tech, although it also introduces concentration risk given the new segment's dominance in its first year of operation.