BSECompany Update6d ago · 24 Aug 2026, 04:33 pm

Outcome of Board Meeting

Almondz Global Securities Ltd · 531400

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Almondz Global Securities Ltd has announced the outcome of its Board Meeting, where it approved a Scheme of Arrangement for the demerger of its Infrastructure Advisory Business into a new company, Almondz Global Infra – Consultant Limited. The demerged division's turnover for FY 2025-26 was INR 292.01 Lakhs, accounting for 4.58% of the company's total turnover. The rationale for the demerger is to have focused management on each business activity, with the infrastructure consultancy assignments involving long gestation periods, government and multilateral agency interactions, technical teams, and sector-specific expertise.

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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk6/10
Liquidity Impact7/10
Market Sentiment6/10

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Almondz Global Securities Ltd - 531400 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement

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Almondz Global Securities Ltd. Ref: agsl/corres/Bse/Nse/26-27/0040 August 24, 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, Mumbai – 400001 Bandra (E), Mumbai -400051 Ref: Outcome of Board Meeting under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') – (1) Scheme of Arrangement proposed to be filed under Sections 230-232 read with Section 66 of the Companies Act, 2013 for demerger of Infrastructure Advisory Business Undertaking of Almondz Global Securities Limited (“Demerged Company” or “AGSL” or “Company”) into Almondz Global Infra – Consultant Limited (“Resulting Company” or “AGICL”) ("Scheme") (2) Approved the Notice and Directors’ Report etc., of the Company for the Financial Year ended 2025-26. (3) Fixed 30.09.2026 as the date of Annual General Meeting of the Company. Dear Sir/ Madam, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Board of Directors of the Company at its meeting held today, i.e., on Monday, 24th Day of August, 2026 has accorded its approval for followings: 1. Scheme of Arrangement between Almondz Global Securities Limited and Almondz Global Infra – Consultant Limited and their respective shareholders (“Scheme”) after considering the recommendations of the Audit Committee and the Committee of Independent Directors. The Scheme, as above, will be subject to approval of the National Company Law Tribunal and such other competent authority, and various statutory approvals, shareholders and creditors as may be directed by the National Company Law Tribunal. The Scheme would also require approval from majority of the public shareholders of the Company as per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. 2. Approved the Notice and Directors’ Report etc., of the Company for the Financial Year ended 2025-26. 3. Fixed 30.09.2026 as the date of Annual General Meeting of the Company. The additional information required to be disclosed under Regulation 30 of SEBI Listing Regulations, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is enclosed as “Annexure A”. Further, the Company will file the Scheme with the Stock Exchanges according to the provisions of Regulation 37 of the SEBI Listing Regulations. The Scheme as approved by the Board of Directors will be available on the website of the Company at https://www.almondzglobal.com/ post submitting the same to the stock exchange. The meeting of the Board of Directors of the Company commenced at 14:00 (IST) and concluded at 16.15 (IST) Thanking you, Yours faithfully, For Almondz Global Securities Limited Ajay Pratap Director Legal & Corporate Affairs & Company Secretary DIN: 10805775 Registered Office: Level-5, Grande Palladium, 175, CST Road, Off BKC Kalina, Santacruz(E), Vidyanagari Mumbai- 400098, Maharashtra, India. Tel. +91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3 Okhla Industrial Area Phase - II, New Delhi - 110020, India. Tel.: + 91 1143500700 Fax: + 91 1143500735 CIN: L74899MH1994PLC434425; Email: secretarial@almondz.com, Website: www.almondzglobal.com Almondz Global Securities Ltd. Annexure-A Disclosure of information pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are as follows: “Annexure A” Sr. Particulars Details a. Brief details of Demerger of the Infrastructure Advisory Business (referred to as the division(s) to ‘Demerged Undertaking’ in the Scheme) of the Demerged Company into be demerged Resulting Company is envisaged in the Scheme. “Infrastructure Advisory Business” or “Demerged Undertaking” is engaged in providing consultancy/advisory services in the infrastructure advisory segment. The Undertaking shall include all the activities, operations, properties, assets and liabilities of whatsoever nature and kind and wheresoever situated, forming part of the Infrastructure Advisory Business of the Demerged Company, as a going concern b. Turnover of the Turnover of the demerged division for FY 2025-26: INR 292.01 Lakhs. demerged Percentage to total turnover of the Demerged Company (i.e., listed division and as company) on a standalone basis for FY 2025-26: 4.58% percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year c. Rationale for The Demerged Company is presently engaged in business of stock broking demerger & wealth advisory providing professional advisory/consultancy services in the equity and debt capital markets and infrastructure advisory. The business and activities forming part of the Demerged Undertaking are carried on by the Demerged Company directly and through AGICL. In order to have focused management on each business activity, it is proposed to restructure the business in such a way that the Infrastructure Advisory Business is carried through an independent listed entity. The following benefits shall accrue on demerger of the Demerged Undertaking into the Resulting Company: a) The infrastructure consultancy assignments involve long gestation periods, government and multilateral agency interactions, technical teams, and sector-specific expertise. This business is completely different from broking business. Both sets of businesses carry significant potential for growth and profitability. The nature of risks, rewards, financial profile, competition and opportunities are separate and distinct for the Infrastructure Advisory Business and the broking business. Housing multiple businesses, including the Infrastructure Advisory Business, under a single entity may not optimally serve the interests of investors, lenders and other stakeholders, thus the segregation of the Infrastructure Advisory Business into the Resulting Company would enable better allocation of resources, streamlined Registered Office: Level-5, Grande Palladium, 175, CST Road, Off BKC Kalina, Santacruz(E), Vidyanagari Mumbai- 400098, Maharashtra, India. Tel. +91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3 Okhla Industrial Area Phase - II, New Delhi - 110020, India. Tel.: + 91 1143500700 Fax: + 91 1143500735 CIN: L74899MH1994PLC434425; Email: secretarial@almondz.com, Website: www.almondzglobal.com Almondz Global Securities Ltd. decision-making, sharper focus on innovation, strategic clarity and operational independence, allowing to pursue its own growth objectives without being constrained by the requirements of the other business verticals; b) Upon demerger, AGICL as an independent entity will have greater autonomy in structuring its operations, including how it raises capital, manages liquidity, and hedges financial risks in a manner suited to the Infrastructure Advisory sector; c) The independent company can attract different sets of investors, strategic partners, lenders and other stakeholders having a specific interest in the businesses undertaken by the respective parties; d) The Infrastructure Advisory Business requires a specialised workforce with domain expertise in engineering, project management, transaction advisory, and sector-specific technical skills thus the proposed demerger will enable AGICL to independently build, manage, and retain a specialized talent pool aligned to its business requirements, thereby improving operational efficiency and service delivery in the Infrastructure Advisory domain; e) The demerger will result in a more transparent corporate structure for both entities, providing their respective shareholders, creditors, employees, and other stakeholder [Showing first 8,000 characters — download PDF for full document]