Outcome of Board Meeting

Avonmore Capital & Management Services Ltd. Ref: acms/corres/Bse-Nse/26-27/0019 July 31, 2026 The General Manager The Listing Department (Listing & Corporate Relations) National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai – 400051 Mumbai - 400 001 Sub: Outcome of Board Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Respected Sir/Ma’am, With reference to our earlier intimation dated July 24, 2026 and pursuant to Regulations 30 and 33 and other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform you that the Board of Directors of Avonmore Capital & Management Services Limited ("Company"), at its meeting held today, i.e., Friday, July 31, 2026, has, inter alia, considered and approved the following: 1. Unaudited Financial Results The Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter ended June 30, 2026, as recommended by the Audit Committee. Pursuant to Regulation 33 of the Listing Regulations, enclosed herewith are:  Unaudited Financial Results (Standalone and Consolidated) for the quarter ended June 30, 2026; and  Limited Review Report issued by M/s Mohan Gupta & Co., Chartered Accountants, Statutory Auditors of the Company. In terms of Regulation 47 of the Listing Regulations, the extract of the Unaudited Consolidated Financial Results for the quarter ended June 30, 2026, together with the QR Code, shall be published in the prescribed newspapers. The full format of the Financial Results shall be available on the Website of the Stock Exchanges where the Equity Shares of the Company are listed i.e. www.nseindia.com and www.bseindia.com and the Company’s website www.avonmorecapital.in 2. Approval of Scheme of Amalgamation Registered Office: Level-5, Grande Palladium,175,CST Road, Off BKC Kalina,Santacruz(E) Vidyanagari, Mumbai, Maharashtra-400098, Tel. +91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3, Okhla Industrial Area, Phase-II, New Delhi-110020,Tel:011-43500700, Fax: 011-43500735, CIN: L67190MH1991PLC417433,Email: secretarial@almondz.com Website: www.avonmorecapital.in Avonmore Capital & Management Services Ltd. Pursuant to Regulation 30 read with Schedule 111 of the Listing Regulations, we hereby notify the stock exchanges that the Board of Directors at its meeting held on Friday, 31st July 2026, has, inter-alia, approved the Draft Scheme of Amalgamation between Almondz Finanz Limited (“Transferor Company No. 1”) and Apricot Infosoft Private Limited (Transferor Company No. 2”) and Avonmore Developer Private Limited (Transferor Company No. 3”) and Anemone Holdings Private Limited (“Transferor Company No. 4”) With Avonmore Capital & Management Services Limited (“Transferee Company”) and their respective Shareholders and Creditors, pursuant to Sections 230 to 232 of the Companies Act, 2013 and rules made thereunder (“Scheme”), subject to requisite approvals/consents as may be required. The details as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 for the above-mentioned scheme is enclosed herewith and marked as Annexure -A. We request you to take this on record, and to treat the same as compliance with the applicable provisions of the Listing Regulations. The meeting of the Board of Directors commenced at 12:30 p.m. and concluded at 13.35 p.m Copy of the same is being also made available on the website of the Company at www.avonmorecapital.in Thanking you, Yours Faithfully For Avonmore Capital & Management Services Limited Sonal Company Secretary & Compliance Officer Registered Office: Level-5, Grande Palladium,175,CST Road, Off BKC Kalina,Santacruz(E) Vidyanagari, Mumbai, Maharashtra-400098, Tel. +91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3, Okhla Industrial Area, Phase-II, New Delhi-110020,Tel:011-43500700, Fax: 011-43500735, CIN: L67190MH1991PLC417433,Email: secretarial@almondz.com Website: www.avonmorecapital.in Avonmore Capital & Management Services Ltd. Annexure-A Disclosure Required under Regulation 30 of the Listing Regulations read with SEBl Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. S. No Particulars 1 Name of the entity(ies) Name of the Paid-up Turnover forming part of the entity share capital (standalone) amalgamation/merger, as on the for the year details in brief such as, year ended ended March size, turnover etc. March 31, 31,2026 (In 2026 Lakhs) Avonmore Capital Rs. Rs. 1079.82 & Management 28,86,93,000 Services Ltd (Transferee Company) Almondz Finanz Ltd Rs. 30,00,000,00 Rs. 623.10 (Transferor Company No. 1) Apricot Infosoft Rs. 3,00,00,000 Rs. (5.45) Private Limited (Transferor Company No. 2”) Avonmore Developer Rs. 8,50,00,000 Rs. (108.41) Private Limited (Transferor Company No. 3”) Anemone Holdings Rs. 1,00,000 Rs. 535.21 Private Limited (“Transferor Company No. 4”) 2 Whether the transaction The transferor companies are wholly-owned subsidiaries would fall within related of the company and as such are related to each other. party transactions? If yes, whether the same is done However, in accordance with the General Circular No. at arm’s length” 30/2014 dated July 17, 2014, issued by The Ministry of Corporate Affairs, any 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. Furthermore, the Scheme involves amalgamation of wholly-owned subsidiaries with the holding company. Therefore, it is exempted as per Regulation 23(5)(b)of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the scheme is also exempt from the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated Registered Office: Level-5, Grande Palladium,175,CST Road, Off BKC Kalina,Santacruz(E) Vidyanagari, Mumbai, Maharashtra-400098, Tel. +91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3, Okhla Industrial Area, Phase-II, New Delhi-110020,Tel:011-43500700, Fax: 011-43500735, CIN: L67190MH1991PLC417433,Email: secretarial@almondz.com Website: www.avonmorecapital.in Avonmore Capital & Management Services Ltd. June 20, 2023. 3 Area of business of the Transferee Company Avonmore Capital & Management entity(ies) Services Limited - The Transferee Company is a non- deposit taking Non-Banking Financial Company (NBFC) registered with RBI as a 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). The Company is acting as primary holding and investment company, focusing on new business opportunities. 4 Rationale for The Transferor Companies and the Transferee Company amalgamation/ merger are companies within the same group of companies (“Group”). The proposed amalgamation will result in simplification of the corporate structure and reduction in cost from more focused operational efforts, rationalization, standardization, and simplification of business processes. 5 In case of cash The Transferor Companies are wholly-owned subsidiaries consideration - amount or of the Transferee Company. As a result, upon the Scheme otherwise share exchange becoming effective, no shares of the Transferee Company ratio shall be allotted in lieu of or in exchange of its holding in the Transferor Companies and accordingly the entire Issued, Subscribed and Paid-up Share Capital of the Transferor C [Showing first 8,000 characters — download PDF for full document]