Almondz Global Restructures With Broking Demerger And Multi-Entity Merger Into Avonmore Capital

Almondz Global Securities Ltd (AGSL) has initiated a major corporate restructuring through a composite scheme of arrangement that includes the demerger of its broking business and the merger of several group entities into Avonmore Capital & Management Services Ltd (ACMS). The move, approved by the boards of both AGSL and ACMS on April 9, 2025, aims to streamline operations, enhance regulatory compliance, and unlock shareholder value by creating focused business verticals.

The restructuring is subject to approvals from shareholders, creditors, the National Company Law Tribunal (NCLT), stock exchanges, and the Reserve Bank of India. Once completed, the broking business will operate under a newly incorporated entity, Almondz Broking Services Ltd, while the remaining businesses will consolidate under ACMS.

Key Highlights From The Composite Scheme

- AGSL will demerge its broking business into Almondz Broking Services Ltd, which will be listed separately  
- Shareholders of AGSL will receive one equity share of Almondz Broking for every share held in AGSL  
- The non-broking businesses of AGSL and five other group companies will merge into ACMS  
- AGSL shareholders will receive 1,072 equity shares of ACMS for every 1,000 shares held  
- The restructuring is driven by regulatory requirements under the Securities Contracts (Regulations) Rules, 1957  

Demerger Of Broking Business

The broking division of AGSL, which includes retail and institutional trading services, will be carved out into Almondz Broking Services Ltd. This new entity will retain the operational infrastructure and client relationships of the existing broking business and will be listed independently on Indian stock exchanges.

The rationale behind the demerger is to allow the broking business to pursue a dedicated growth strategy, free from the compliance and structural complexities of the broader AGSL group. The move is expected to improve operational focus and attract targeted investor interest.

Shareholders of AGSL will maintain proportional ownership in Almondz Broking through a one-to-one share allotment, ensuring continuity and transparency in the transition.

Merger Into Avonmore Capital

Concurrently, the remaining businesses of AGSL—including its investment advisory, insolvency resolution, and NBFC operations—will merge into ACMS. The merger also includes five group entities:

1. Almondz Finanz Ltd  
2. Apricot Infosoft Private Ltd  
3. Avonmore Developer Private Ltd  
4. Anemone Holding Private Ltd  
5. Almondz Insolvency Resolutions Services Private Ltd  

This consolidation is designed to simplify the corporate structure, reduce compliance overhead, and create a unified financial services platform under ACMS. The merged entity will benefit from operational synergies, shared resources, and a broader service portfolio.

Shareholders of AGSL will receive 1,072 equity shares of ACMS for every 1,000 shares held, representing a favorable exchange ratio and reinforcing the value proposition of the merger.

Strategic Rationale And Regulatory Alignment

The restructuring aligns with SEBI’s push for clearer separation of regulated activities and improved governance across financial intermediaries. By creating distinct entities for broking and non-broking operations, AGSL and ACMS aim to meet evolving compliance standards and enhance stakeholder confidence.

The scheme also positions ACMS as a diversified financial services player with capabilities across lending, advisory, and resolution services, while Almondz Broking can focus exclusively on capital markets.

Forward Outlook

Pending regulatory and judicial approvals, the restructuring is expected to be completed within the next two quarters. Both Almondz Broking and ACMS are expected to pursue aggressive growth strategies post-restructuring, supported by leaner governance models and sharper business focus.

Investors will be watching closely for updates on listing timelines, operational integration, and financial disclosures as the transition progresses.

Sources: Economic Times BFSI Rediff Money, Avonmore Capital Audit Committee Report