Your Directors are pleased to present the 31^st Board Report on the
operational and business performance of the Company together with
the Audited Financial Statements (Standalone and Consolidated) for
the Financial Year ended 31^st March, 2025.

(Rs. In Lakhs)

1. Financial Performance

The summarized financial performances for the Financial Year
ended March 31, 2025 vis a vis 2023-24 are as under:

Financial Highlights of Subsidiaries and Associates

Performance review and the state of Company's affairs:

Your Company has prepared the Financial Statements for the
financial year ended March 31, 2025 in terms of Sections 129,
133 and Schedule III to the Companies Act, 2013 (as amended)
(the "Act”) read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. The gross revenue of your
Company on a standalone basis is Rs. 3511.44 lakhs as compared
to Rs. 3726.63 lakhs for the previous financial year 2023-2024.
Profit before tax (PBT) is Rs. 297.49 Lakhs as compared Rs.
2166.87 Lakhs in the previous financial year 2023-2024. The
Company's consolidated total income for the year 2024-25
is Rs. 15136.55 Lakhs as compared to Rs. 11989.78 Lakhs
in the previous year FY 2023-24. Profit before tax (PBT) is
Rs. 2027.47 Lakhs as compared to Rs. 3588.12 Lakhs in the
previous financial year 2023-2024.

Your Company currently offers depository participant
services, wealth management advisory and equity broking
services. The Company also provides consultancy related
to Infrastructure advisory. The company is a member of
National Stock Exchange of India Limited (NSE) BSE Limited,
(BSE); and Central Depository Services (India) Ltd., (CDSL)
(for depository services). The Company during the year
under report has continued its focus to upgrade its existing
technology infrastructure.

2. Dividend

The Board of Directors does not recommend any dividend for
the financial year under review.

3. Transfer to Reserves

The Board of your Company decided not to transfer any amount
to the General Reserve and retain the entire amount of profit
under Retained Earnings.

4. Information on State of Affairs of the Company

An in-depth overview of the Company’s operational and
financial performance across various business segments is
presented in the Management Discussion and Analysis (MD&A)
Report. Prepared in compliance with Regulation 34(3) and
Schedule V(C) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the MD&A Report provides a holistic perspective on the
Company’s strategic direction, key performance indicators,
risk management practices, and industry outlook. It serves as
a comprehensive source of information for investors, analysts,
and other stakeholders, offering valuable insights into the
Company's ongoing initiatives, market positioning, and overall
health of operations.

5. Human resources

As a service-oriented company, we understand that our success
is as a knowledge-based and service-centric organization,
Almondz Global Securities Limited firmly believes that its
human capital is one of its most critical assets. As of March
31, 2025, the Company employed a total of 180 permanent
employees, not including those working in its subsidiaries and
associate companies, nor trainees, casual workers, or contract-
based personnel. Our people play an instrumental role in driving
excellence and delivering sustained client satisfaction.

The Company is committed to fostering a work environment
that promotes continuous learning, innovation, and professional
development. Through structured training programs, leadership
development initiatives, and regular upskilling sessions, we aim
to build a workforce that is not only competent but also agile and
future-ready. We actively encourage a culture of collaboration,
accountability, and inclusion, ensuring that every employee has
the opportunity to grow and thrive within the organization.
Our investment in human resources reflects our belief that a
motivated and empowered team is essential to achieving long¬
term business success

6. Material changes and commitments

There have been no significant changes or commitments that
would impact on the financial position of the Company between
the end of the financial year and the date of this Report. Except
that the Registered Office of the Company has been shifted from
New Delhi to Maharashtra, Mumbai, India w.e.f. 4^th November,
2024.

7. Scheme of Arrangement

The Board of Directors of Almondz Global Securities Limited
("Company") at its meeting held on, April 9, 2025, based on
the recommendations of the Audit Committee had approved
composite scheme of arrangement ("Scheme") prepared and
presented in terms of the provisions of Section 230 to 232 and
other applicable provisions, if any, of the Companies Act, 2013
("Act") read with Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016, involving demerger of Broking
Business ("Demerged Undertaking”) belonging to M/s Almondz
Global Securities Limited ("Demerged Company” or "Transferor
Company No. 1”) with and vesting into M/s Almondz Broking
Services Limited ("Resulting Company”), wherein, the Resulting
Company shall retain the name of the Demerged Company, i.e.,
"Almondz Global Securities Limited”. Further, amalgamation
of Demerged Company/Transferor Company No. 1 along with
its Remaining Business with and into M/s Avonmore Capital
& Management Services Limited ("Transferee Company”),
and furthermore amalgamation of Almondz Finanz Limited
("Transferor Company No. 2”), Apricot Infosoft Private Limited
("Transferor Company No. 3”), Avonmore Developer Private
Limited ("Transferor Company No. 4”), Anemone Holding
Private Limited ("Transferor Company No. 5”) and Almondz
Insolvency Resolutions Services Private Limited ("Transferor
Company No. 6”) with and into Avonmore Capital & Management
Services Limited ("Transferee Company”), and their respective
shareholders and creditors and to approve the draft Scheme.
The Scheme was filed with the Stock Exchanges to obtain their
In principle approval. The Company received information
requirement letters form Stock Exchanges which were replied to.
However, in view of the ongoing requirements and observations
received from the Stock Exchange on the aforesaid Scheme, the
Company has decided to withdraw the Scheme. The Company
intends to revise and re-file the Scheme within 90 days from the
date of withdrawal.

8. Internal Financial controls

The Company has instituted a strong and integrated internal
control framework suited to its scale of operations and the nature
of its business.

The structure, responsibilities, and functioning of the Internal
Audit team are clearly defined under the Internal Audit Charter,
which has been formally ratified by the Audit Committee. The
Internal Audit function is staffed with experienced professionals
who possess the requisite qualifications to evaluate business
processes and risks effectively. The audit team carries out
independent and objective assessments, the findings of which are
reported to the Audit Committee in a timely manner.

These reports are carefully examined by the Audit Committee,
which provides oversight on key issues raised and tracks the
progress of remedial measures. The Committee also conducts
regular performance reviews of the Internal Audit function to
ensure that it remains efficient, relevant, and aligned with the
evolving goals and risk environment of the Company.

During the financial year, the Audit Committee held periodic
meetings to assess the internal audit outcomes, deliberate on
critical observations, and review the status of corrective actions
initiated. This rigorous monitoring process ensures that any
internal control deficiencies are addressed proactively. The
Board of Directors, along with the Audit Committee, maintains
active supervision over the Company's internal controls, audit
observations, and compliance landscape.

Additionally, the Audit Committee plays a vital role in overseeing
the Company’s quarterly and annual financial disclosures,
reviewing them thoroughly before recommending approval to
the Board. This review mechanism upholds the transparency and
credibility of the financial reporting process.

The Company's Statutory Auditors, M/s. Mohan Gupta & Co.,
Chartered Accountants, conducted an audit of the financial
statements for the year under review. As part of their audit, they
also evaluated the Company’s internal financial control systems
over financial reporting in accordance with Section 143 of the
Companies Act, 2013. Their report confirms that the internal
control systems are satisfactory and effective, affirming the
Company's continued commitment to strong governance and
financial discipline.

9. Deposits

During the year, your Company has not accepted or renewed
any public deposits within the meaning of Section 73 of the
Companies Act, 2013, read in conjunction with the Companies
(Acceptance of Deposits) Rules, 2014.

10. Split of Equity shares

The existing 1 (one) equity share having face value of Rs. 6/-
(Rupees Six only) each, fully paid-up, sub-divided/split into 6
(Six) equity shares having face value of Re.1 /- (Rupee One Only)
each, fully paid up, ranking pari-pasu w.e.f 23 July 2024.

11. Share capital

As of March 31, 2025, the Company's issued, subscribed and
paid-up share capital stood at Rs.17,22,84,768 comprising
17,22,84,768 equity shares with a nominal value of Rs. 1.00
each. During the reporting period, the paid-up share capital
increased from ^ 16,08,59,802 to Rs. 17,22,84,768 . This increase
was attributed to the issuance of 11424966 additional equity
shares to employees, as part of the Employee Stock Option
Scheme-2007.

12. Details of Remuneration of Directors, Key Managerial
Personnel, and Employees

Pursuant to the provisions of Section 197(12) of the Companies
Act, 2013, read in conjunction with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the requisite disclosures pertaining to the
remuneration of Directors, Key Managerial Personnel (KMP),
and employees have been furnished in Annexure I' to this

Report. This annexure contains a detailed summary of the
prescribed information, in compliance with the applicable
statutory requirements.

13. Employees Stock option Plan

Under the Employee Stock Option Scheme of the Company,
share options are granted to employees as part of their long¬
term incentive plan. These options typically vest over a period
ranging from one to three years, post which the grantee has the
right to apply for one equity share of the Company per option at
a predetermined exercise price.

During the year under review, the exercise period for all options
under the various series was extended, and has now been
uniformly set at 10 years from the date of vesting, providing
greater flexibility and consistency across the scheme. The
options granted are measured at their fair value on the date of
grant, using the Black-Scholes valuation model. It is important
to note that the scheme does not offer any cash settlement
alternative.

The Almondz Global Securities Employees Stock Option Scheme
2007 ("ESOS" or "the Scheme"), as approved by the shareholders
of the Company, permits the Company to grant options up to an
aggregate of 9,00,00,000 shares or 50% of the paid-up share
capital, whichever is lower, after taking into account the stock
split in the ratio of 1:6, effective from July 23, 2024.

To date, the Company has granted a total of 6,49,20,000 options,
of which 3,31,40,948 options have lapsed, with a portion of
those subsequently re-issued. Furthermore, an aggregate of
2,03,54,126 options have been exercised by eligible employees.

A summary of options granted under various series is as follows:

On August 26, 2019, the Compensation Committee allotted
2,64,40,000 options under Series "G" to eligible employees of
the Company and its subsidiaries. Out of these, 3,00,000 options
have lapsed.

On September 14, 2020, 18,00,000 options under Series "H"
were granted. All these options subsequently lapsed.

On March 14, 2022, the Committee allotted 72,60,000 options
under Series "I", of which 10,90,002 options have lapsed.

Most recently, on May 23, 2023, 15,00,000 options under Series
"J" were issued to eligible employees of the Company and its
subsidiary entities.

All previous series from A to F have either been exercised or
lapsed.

The Scheme is governed and administered by the Compensation
Committee, which consists entirely of independent directors.
The Committee is responsible for reviewing eligibility, granting
options, and monitoring compliance with the terms of the
Scheme.

A summary of activity under the Scheme for the financial years
ended March 31, 2020, and March 31, 2019, is provided in
Annexure II of this Report.

Importantly, no employee in a managerial role was granted stock
options exceeding 5% of the total options granted during the
financial year ended March 31, 2024. Furthermore, any grant
that equaled or exceeded 1% of the issued capital (excluding
outstanding warrants and conversions) was duly approved by
the shareholders through special resolutions.

The ESOP underscores the Company's commitment to
recognizing and rewarding employee performance, aligning
their interests with the long-term success of the organization,
and promoting a strong sense of ownership, loyalty, and
accountability among its people.

14. Listing

The shares of your Company are listed at BSE Limited and National
Stock Exchange of India Limited, Mumbai. The listing fees to the
Stock Exchanges for the financial year 2025-26 have been paid.

15. Extract of Annual Return

In accordance with the amended provisions of Section 134(3)

(a) and Section 92(3) of the Companies Act, 2013, read with Rule
12 of the Companies (Management and Administration) Rules,
2014, the Annual Return (Form MGT-7) for the financial year
ended March 31, 2025, has been uploaded on the Company’s
official website. It is accessible at: www.almondzglobal.com.

16. Conservation of Energy & Technology absorption
and Foreign exchange earnings and outgo

A. As the Company does not engage in any manufacturing
activities, the disclosure requirements pertaining to the
conservation of energy and technology absorption under
Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014, are not applicable.
However, the Company remains committed to optimizing
energy management and implementing sustainable
practices across its operations.

B. During the year under review there have been no earnings
and outgo in foreign exchange.

17. Board of Directors Composition

The Board of Directors of our Company is duly constituted in
full compliance with the Companies Act, the Listing Regulations,
and the Company’s Articles of Association. It represents a
thoughtfully structured body, marked by a balanced mix of
diversity, experience, and specialized knowledge tailored to the
scale and complexity of our operations.

Our Directors contribute deep insights and a broad array of
viewpoints, fostering sound governance and strategic direction.
This diverse makeup enhances our ability to respond to evolving
challenges, champion innovation, and make well-informed
decisions that align with our vision and long-term ambitions.
The blend of varied skills and professional backgrounds
positions our Board to navigate the dynamic business landscape
with agility and foresight.

By upholding the highest standards of corporate governance
and focusing on sustainable value creation, our Board plays a
pivotal role in steering the Company toward continued success.
This carefully curated leadership team reflects our unwavering
commitment to excellence, resilience, and responsible growth.

Directors seeking appointment / re-appointment

Pursuant to Section 152 of the Companies Act and in accordance
with the Articles of Association of the Company, it is hereby
notified that Mr. Manoj Kumar Arora is due to retire by rotation
at the upcoming Annual General Meeting (AGM). Demonstrating
his ongoing commitment to the Company, Mr. Arora has
expressed his willingness to be considered for re-appointment
and is eligible for the same. His re- appointment shall not be
treated as break in service.

Following a comprehensive review of his performance
and contributions, the Nomination and Remuneration
Committee (NRC) has recommended his re-appointment.
The Board of Directors, having carefully considered the NRC's
recommendation, has unanimously approved the proposal and
now seeks the consent of the Company’s valued Members to
confirm his re-appointment.

Mr. Manoj Kumar Arora has consistently brought exceptional
value to the Company through his strategic acumen and
steadfast leadership. His extensive experience and insights
have significantly contributed to the Company’s advancement
and overall success. A detailed profile highlighting Mr. Arora's
professional background and key accomplishments is included

in the Notice of the AGM for the Members' reference.

The Board is confident that his continued association will further
strengthen the Company’s leadership and governance and looks
forward to his ongoing contributions in the years ahead.

Appointment/Cessation

Mr. Ajay Pratap has been appointed as Wholetime Director of the
Company for 5 years w.e.f. 11^th October 2024 at the designation
of Director Legal Corporate Affairs and Company Secretary.

Further, Mr. Ajay Kumar shall ceases to be Independent Director
of the Company with effect from September 28, 2025 consequent
completion of his second tenure as an Independent Director. The
Board places on record its sincere appreciation for the valuable
contribution made by Mr. Ajay Kumar as Independent Director of
the Company.

Number of meetings of the Board

During the Financial Year 2024-25, 6 (Six) number of Board
meetings were held. For details kindly refer to the section 'Board
of Directors in the Corporate Governance Report.

18. Disclosure on Audit committee

The Audit Committee as on March 31, 2025 comprised three
Non-Executive Independent Directors as under:

Mr. Ajay Kumar (Chairman), Mr. Raj Kumar Khanna, and Mr.
Satish Chandra Sinha. Further, all recommendations of Audit
Committee were accepted by the Board of Directors.

19. Disclosure as per Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company maintains a strict zero-tolerance policy towards
sexual harassment, underscoring our unwavering commitment
to fostering a safe, inclusive, and respectful work environment
for all employees. To support this commitment, we have
implemented a comprehensive policy on the prevention,
prohibition, and redressal of sexual harassment, in full
compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, along with its
applicable rules.

Our policy is designed to safeguard the rights and dignity of
every employee by providing a well-defined framework for
preventing, reporting, and addressing incidents of sexual
harassment. It aims to promote a professional atmosphere
where individuals feel secure, supported, and respected across
all levels of the organization.

To effectively enforce this policy, the Company has established
an Internal Complaints Committee (ICC), which is responsible
for conducting impartial, confidential, and fair investigations
into complaints. The ICC is empowered to recommend
appropriate actions based on its findings, ensuring transparency,
accountability, and justice.

As part of our ongoing efforts to strengthen awareness and
prevention, the Company has organized sensitization programs
for employees to help them understand and recognize issues
related to sexual harassment, workplace behavior, and their
rights and responsibilities under the law. Additionally, targeted
training sessions and capacity-building workshops have been
conducted specifically for ICC members to enhance their ability
to handle complaints effectively and in accordance with legal
and procedural standards.

During the reporting year, no complaint was received within the
scope of sexual harassment. As of the end of the financial year,
there are no pending complaints in this regard.

20. Vigil Mechanism/Whistle Blower Policy

Your Company has established a Vigil Mechanism and formulated
a comprehensive Whistle Blower Policy to provide a responsible

and secure framework for whistleblowing. The Whistle Blower
Policy empowers the Audit Committee of the Board of Directors
to thoroughly investigate the concerns raised by employees,
ensuring that all disclosures are handled with the utmost
confidentiality and seriousness. This policy is designed to
protect whistleblowers from any form of retaliation, thereby
encouraging a culture of openness and trust. All Directors
and Employees of the Company are eligible to make protected
disclosures under this policy.

We affirm that no employee of the Company was denied
access to the Audit Committee, highlighting our dedication to
an open-door policy and the fair treatment of all employees. For
more details on the establishment of the vigil mechanism,
stakeholders are encouraged to visit the Company’s website at
www. almondzglobal.com.

21. Performance evaluation of the Board, its Committees
and individual Directors

Pursuant to the provisions of Companies Act, 2013 and the SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015, the Board of Directors has carried out an annual
evaluation of its own performance, its Committee and individual
Directors. Assessment for evaluation of performance of Board,
its committees and individual directors were prepared based
on various aspects, which among other parameters, included
competency, experience and diversity of Board members,
effectiveness of its governance practices, conducting of meetings
etc. Further the Independent Directors, at their meetings held
during the year, reviewed the performance of the Board, the non¬
Independent Directors and the Chairman.

22. Code of Conduct for Directors & Senior Management

The Board of Directors has adopted a detailed Code of Conduct
for its Directors and Senior Management, in compliance with the
provisions of the Companies Act, 2013, and Regulation 17(5)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. This Code serves as a vital framework to
promote ethical conduct, integrity, and accountability at the
highest levels of leadership within the Company.

The Code outlines a broad set of ethical standards and
responsibilities that Directors and Senior Management are
expected to follow in the performance of their duties. It includes
specific provisions addressing the role of Independent Directors,
ensuring their actions remain impartial, in accordance with
legal obligations, and consistent with the Company's values. Key
expectations include maintaining independence in thought and
decision-making, safeguarding confidential information, and
proactively avoiding any conflicts of interest.

All Directors and members of the Senior Management team have
provided written confirmations of their compliance with the
Code, reflecting their dedication to the ethical principles that
underpin the Company's reputation and governance practices.
This collective compliance ensures a consistent, values-driven
approach to leadership across the organization.

A formal declaration confirming adherence to the Code, signed
by the Managing Director, has been included in the Corporate
Governance Report. This declaration affirms the senior
leadership's continued commitment to upholding the highest
standards of corporate ethics.

To promote openness and accountability, the Code of Conduct
is publicly accessible on the Company's website. Stakeholders
are encouraged to review it to gain insight into the ethical
boundaries and governance principles that guide the actions of
our Directors and Senior Management.

The adoption and faithful implementation of this Code of
Conduct form a fundamental pillar of the Company's governance
structure, reinforcing our commitment to transparency,

responsible leadership, and long-term stakeholder confidence.

23. Nomination & Remuneration Committee & Policy

The Board of Directors has established the Nomination and
Remuneration Committee to oversee a well-defined, fair, and
transparent process for the appointment of Directors, Key
Managerial Personnel (KMP), senior management, and other
employees. Based on the Committee's expert recommendations,
the Board has developed and adopted a comprehensive policy
to guide the nomination and remuneration framework for these
roles.

This policy outlines the criteria and procedures for identifying
and appointing suitable candidates, as well as determining
appropriate compensation structures. In line with our
commitment to transparency and good governance, the full
text of the policy is available on the Company’s official website.
Stakeholders are invited to view the policy at: http://www.
almondzglobal.com/pdf/nominationpolicy.pdf.

24. Policy Relating to Directors' Appointment

The Company, with the approval of the Nomination &
Remuneration Committee, has adopted a comprehensive policy
on Board diversity. This policy underscores our commitment to
fostering a Board that reflects a wide array of perspectives, skills,
and experiences, which are essential for effective governance
and strategic decision-making. The policy stipulates that the
recommendation of candidates for Board appointments will be
based strictly on merit.

25. Key managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per
Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Manoj Kumar Arora: Managing Director (w.e.f., 12 August
2024)

Mr. Ajay Pratap: Director Legal -Corporate Affairs & Company
Secretary.

Mr. Rajeev Kumar: Chief Financial Officer

26. Contracts or arrangements with related Parties under
Section 188(1) of the companies Act, 2013

All related party transactions undertaken by the Company
are executed on an arm's length basis and are conducted
in the ordinary course of business. This approach ensures full
compliance with the applicable provisions of the Companies
Act, 2013, and the SEBI Listing Regulations. Each related party
transaction is reviewed and presented to the Audit Committee.
When required, these transactions are also submitted to the
Board for approval. For transactions that are foreseeable and
repetitive in nature, omnibus approval is obtained from the
Audit Committee.

The disclosure of related party transactions as mandated under
Section 134(3)(h) of the Act in Form AOC-2 for the financial year
2024 is enclosed as Annexure-III.

In accordance with Section 177 of the Companies Act, 2013,
and the SEBI Listing Regulations, 2015, the Board has approved
a comprehensive policy for related party transactions. This
policy outlines the principles and procedures governing
such transactions to ensure they are conducted in a fair and
transparent manner. The policy has been uploaded on the
Company's website and can be accessed via the following link:

http://www.almondzglobal.com/pdf/Almondz_RPT_Policy.pdf.

27. Risk management

The Company is exposed to a variety of risks, both external and
internal, which could potentially impact our operations, financial
performance, and overall success. To address these challenges
proactively, your Company has formulated a comprehensive

Risk Management Policy. This policy provides an integrated
and standardized approach to managing all aspects of risk to
which the Company is exposed. The Risk Management Policy is
designed to identify, assess, and mitigate risks in a structured
and systematic manner.

The major risks and concerns faced by various business segments
of the Company are discussed in detail in the Management
Discussion and Analysis (MDA) report, which forms part of
this Annual Report. The MDA provides a thorough analysis
of the external and internal risks impacting our business,
including market volatility, regulatory changes, operational
risks, and strategic risks. It also highlights the measures we have
implemented to address these challenges and mitigate their
potential impact.

28. Secretarial Auditor & Secretarial Audit report

Pursuant to the provisions of Section 204 of the Companies Act,
2013, and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed
M/s Neeraj Gupta & Associates, Practicing Company
Secretaries, to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for Financial Year 2024-25 of the
Company is annexed herewith as "Annexure-IV”

In compliance with the same provisions and the Rules made
thereunder the Board of Directors of Almondz Global Infra¬
Consultant Limited (AGICL), material subsidiary of the Company,
appointed M/s Neeraj Gupta & Associates., Practicing Company
Secretaries, to conduct the Secretarial Audit of AGICL for the
year 2056-26 to 2029-30. The comprehensive Secretarial Audit
Report of AGICL, which outlines its adherence to the applicable
legal and regulatory framework, is provided as "Annexure-V.”

Furthermore, the Board of Directors of North Square Projects
Private Limited, also a material subsidiary of the Company,
entrusted M/s Neeraj Gupta & Associates., Practicing Company
Secretaries, with the responsibility of conducting the Secretarial
Audit for the year 2056-26 to 2029-30. The thorough Secretarial
Audit Report of North Square Projects Private Limited for
Financial Year 2024-25 is attached herewith as "Annexure-VI.”

It is noteworthy to mention that all the Secretarial Auditors'
Reports for the financial year 2024-25, as annexed, do not contain
any qualification, reservation, or adverse remarks.

29. Corporate Social Responsibility

Due to its low average profitability, there was no obligation
to spend under CSR. The Company has constituted the CSR
Committee and as and when it is required, the Company is
committed to fulfil its obligation.

30. Details of Subsidiary/Joint Ventures/Associate companies

The Company has five subsidiaries and two associate companies.
The statement containing the summarized financial position of
the subsidiary/Associates/Joint Ventures pursuant to Section
129 and Rules 5 of the Companies (Accounts) Rules, 2014, is
contained in Form AOC-1 which form part of the Annual Report
as Annexure-VII.

A. Almondz Global Infra-Consultant Limited (Wholly owned
Subsidiary)

Almondz Global Infra-Consultant Limited (AGICL) is an
ISO 9001: 2015 certified company. AGICL is a public limited
company and wholly owned subsidiary of Almondz Global
Securities Limited (AGSL) till 31.07.2025. With effect from,
01.08.2025, Almondz Global Infra-Consultant Limited(AGICL)
ceases to be a wholly owned subsidiary of Almondz Global
Securities Limited(AGSL) due to a change in its capital structure.
However, AGICL will continue to remain a subsidiary of AGSL.
AGICL provides consultancy services in multiple infrastructure
sectors especially in roads, bridges, highways and tunnels, smart
cities, urban infrastructure, water and wastewater, tourism,

railways and metro rail and geospatial services. AGICL has
been providing services from concept to commissioning like
project concept development, project structuring, transaction
advisory, planning, designing, engineering, project management
consultancy, supervision as well as independent engineers,
safety audits and operation and maintenance services, which has
helped AGICL to establish itself as high-tech engineering infra
consultancy company.

B. Almondz Financial Services Limited (Wholly owned
Subsidiary)

Almondz Financial Services Limited (AFSL) is a wholly owned
subsidiary of AGSL and a financial services company which
offers a broad range of financial products and services including
investment banking, corporate advisory, valuation services,
portfolio management services and research analyst to a varied
client base including corporate, institutional, high net worth
individuals and retail clients. The company has the following
registration Holding Company with SEBI:

SEBI registered Merchant Banker (SEBI Registration No.

INM000012971)

SEBI registered Research Analyst (SEBI Registration No.

INH000012467)

SEBI registered Portfolio Manager (SEBI Registration No.

INP000008589)

C. North Square Projects Private Limited (Wholly owned
Subsidiary)

North Square Projects Private Limited (NSPPL) is a wholly
owned subsidiary of Almondz Global Securities Limited and as
was promoted as a special purpose vehicle (SPV) to enter into a
joint venture for carrying out the manufacturing grain-based fuel
called ethanol through its distillery set-up in the name of Premier
Green Innovations Private Limited (formerly Premier Alcobev
Private Limited).

D. Premier Green Innovations Private Limited (formerly
Premier Alcobev Private Limited) (joint venture of Wholly
owned Subsidiary of the Company)

Premier Green Innovations Private Limited (PGIPL) (formerly
Premier Alcobev Private Limited) started its operations in 2015
with the objective of manufacturing and selling grain-based fuel
called ENA/ethanol and other allied products. PGIPL has grain
based distillery in Himachal Pradesh with 200 KLPD capacity. The
plant is equipped to meet Zero Liquid Discharge (ZLD). PGIPL is
FSSC 22000 (Version 4.1): ISO TS 22002- 1:2009 certified and is
focused in ensuring total quality management. PGIPL is amongst
the largest manufacturer of bio-ethanol in Himachal Pradesh. It
currently uses rice husk as biomass to power its manufacturing
plant. At present, PGIPL offers:

(a) ethyl alcohol which is used in disinfectants, sanitizers,
perfumes, homeopathic medicines etc.;

(b) extra neutral alcohol for manufacturing of portable alcohol;

(c) fuel ethanol for petrol blending by oil marketing companies;
and (d) DDGS as animal/ poultry feed with high protein
content. The company has initiated setting up a greenfield
project for manufacturing and supply of fuel ethanol in the
State of Odisha for capacity up to 250 KL per day to be able
to increase ethanol supply and contribute to achieve the
national targets of 10% blending. North Square Projects
Private Limited holds 43.89% in this company whereas our
Company holds 7.49%.

H. Almondz Commodities Private Limited (Wholly owned
Subsidiary)

Almondz Commodities Private Limited (step-down subsidiary
of the Company) Almondz Commodities Private Limited

is a subsidiary of AGSL. The company was incorporated for
commodity trading. At present there has been no activity in the
company.

I. Skiffle Advisory Services Limited (Wholly owned Subsidiary)

Skiffle Advisory Services Limited (SASL), wholly owned
subsidiary of AGSL, was incorporated in December, 2012 with the
main objective of setting up super-specialized eye care centres
in and around Delhi/NCR. The centre is equipped to handle
cataract, glaucoma, pediatric, neuroophthalmological, cornea
and oculoplasty services.

J. Almondz Insolvency Resolutions Services Private Limited
(Associate)

Almondz Insolvency Resolutions Services Private Limited
was incorporated on 4th October, 2017. Almondz Global
Securities Limited holds 33% shares in the said Company
till June 26, 2025. The Company has acquired the balance
67,000 Equity Shares of face value of Rs. 10 each at a
price of Rs. 1 each of Almondz Insolvency Resolutions
Services Private Limited (AIRSPL). With this acquisition,
the Company has acquired total 1,00,000 equity shares of
AIRSPL and making it a wholly owned subsidiary of the
Company w.e.f. June 27, 2025.

The Company has incorporated two new Wholly Owned
subsidiaries, namely Almondz-Wealth Limited and
Almondz Broking Services Limited in the year under
review. The are yet to start the business

31. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e.,
SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and
'General Meetings', respectively, have been duly followed by the
Company.

32. Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act,
2013 and the Rules made there under, the current auditors of the
Company, M/s. Mohan Gupta & Company, Chartered Accountants
(Firm Registration Number:006519N) were appointed by
the shareholders at the 28th Annual General Meeting till the
conclusion of the 33rd Annual General Meeting.

The report given by the Auditors on the Financial Statement of
the Company for the year under review, forms part of this Annual
Report. There has been no qualification, reservation or adverse
remark or disclaimer given by the Auditors in their report.

The Notes to the Financial Statements are also self-explanatory
and do not call for any further comments.

33. Corporate Governance

Your Company has complied with the stringent Corporate
Governance requirements outlined under the Companies Act,
2013, as well as the provisions stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

We believe that strong corporate governance is the cornerstone of
a successful and sustainable business. Our compliance with these
regulations not only ensures legal and regulatory conformity but
also fosters trust and confidence among our stakeholders. We are
resolute in our commitment to maintaining and enhancing these
governance practices, thereby ensuring the continued growth,
stability, and success of your Company.

34. Consolidated Financial Results

The Consolidated Financial Statements of the Company and its
subsidiaries has been prepared in accordance with the Indian
Accounting Standards (Ind AS) notified under the Companies
(Indian Accounting Standards) Rules, 2015, form an integral
part of this Annual Report. The consolidated financial results

provide a comprehensive view of the operations and financial
health of the Subsidiaries and Associate Companies.
The annual accounts of the subsidiary companies and related
detailed information are readily accessible on the Company's
website. Additionally, these documents can be obtained by
reaching out to the Company Secretary at the registered email
ID of the Company. This accessibility underscores our dedication
to maintaining open and transparent communication with our
stakeholders.

In alignment with our commitment to sound corporate
governance, the Company has adopted a robust Policy for
determining Material Subsidiaries. This policy is formulated
in accordance with Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"). The Board-approved policy is
designed to ensure that our governance framework remains
strong and effective, particularly in overseeing subsidiary
operations. The Policy for determining Material Subsidiaries
is available for public viewing and has been uploaded on the
Company’s website at https://www.almondzglobal.com. This
ensures that stakeholders can easily access and review the
guidelines that govern the identification and management of our
material subsidiaries.

35. Cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock
Exchanges, the Cash Flow Statement for the year ended 31 March
2025 is annexed hereto.

36. Management Discussion and Analysis Statement

The Annual Report has a detailed chapter on Management
Discussion and Analysis, which forms a part of this report.

37. Policy on insider trading

In compliance to the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, the Company
has proactively adopted a comprehensive Code of Conduct for
the Prevention of Insider Trading and a Policy on Disclosure of
Material Events/Information.

A copy of the Code has been made readily available on the
Company's official website at www.almondzglobal.com.

38. Directors' Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial
auditors including audit of internal financial controls over
financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and
effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the

Companies Act, 2013, the Board of Directors, to the best of their

knowledge and ability, confirm that: -

i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are
no material departures;

ii) they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that
period;

iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets

of the Company and for preventing and detecting fraud and
other irregularities;

iv) they have prepared the annual accounts on a going concern
basis;

v) they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively;

vi) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively

39. Details in respect of frauds reported by auditors under section
143(12)

During the year under review, the Statutory Auditor and
Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees, to the
Audit Committee under Section 143(12) of the Act details of
which needs to be mentioned in this Report

40. Familiarization Programme for Independent Directors

The Independent Directors of the Company are persons of
integrity, possessing rich experience and expertise in the field of
corporate management, finance, capital market, economic and
business information. The company has issued appointment letter
to the Independent Directors setting out in detail, the terms of
appointment, duties, roles & responsibilities and expectations of
the Independent Director. The Board of Directors has complete
access to the information within the Company. Presentations
are regularly made to the Board of Directors and Committees
on various business and related matters, where Directors have
interactive sessions with the Management.

41. Disclosure

As per the listing Regulations, corporate governance report with
auditors' certificate thereon and management discussion and
analysis are attached, which form part of this report.

Details of the familiarization programmes of the independent
directors are available on the website of the Company (www.
almondzglobal.com). Policy for determining material subsidiaries
of the Company is available on the website of the Company
(www.almondzglobal.com). Policy on dealing with related party
transactions is available on the website of the Company (www.
almondzglobal.com). The Company has formulated and published
a Whistle Blower Policy to provide Vigil Mechanism for employees
including directors of the Company to report genuine concerns.
The provisions of this policy are in line with the provisions of the
Section 177(9) of the Act and the Listing Regulations.

42. Declaration by independent Directors

The independent directors have submitted the declaration
of independence, as required pursuant to section 149(7) of
the Companies Act, 2013 stating that they meet the criteria of
independence as provided in section 149(6) of the Companies
Act, 2013, as amended and Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
('the Listing Regulations'), as amended.

The Board took on record the declaration and confirmation
submitted by the Independent Directors regarding their
meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same as
required under Regulation 25 of the Listing Regulations.

43. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act are given in the notes to the
financial statements.

44. Credit rating

During the year, CARE has given credit rating of 'CARE BBB-
(Stable) for Total Fund Base-LT-Bank Guarantee of Rs. 5/- Crores
for the Company .

45. Maintenance of cost records

During the period under review the provisions of section 148 of
the companies Act, 2013 relating to maintenance of cost records
does not applicable to the company.

46. Compliance With The Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. Necessary
measures have been taken to ensure that all eligible women
employees are provided with the prescribed maternity benefits
and entitlements under the Act.

47. Application/Proceeding pending under the Insolvency and
Bankruptcy Code, 2016

Your Company has neither filed any application nor any
proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the reporting year hence no disclosure is required
under this section.

Further, there are no details required to be reported with regard
to difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions as your Company has
not done any settlement with any Bank or Financial Institutions
since its inception.

48. Statement On Opinion Of The Board Regarding Integrity,
Expertise, Experience, And Proficiency Of Independent
Directors Appointed During The Year

The Board of Directors is of the opinion that the independent
directors appointed during the financial year under review
possess the highest standards of integrity and bring with them
the requisite expertise, relevant experience, and proficiency in
their respective fields.

The Board further affirms that the appointment of the
independent directors has been made in accordance with the
criteria laid down under the Companies Act, 2013 and that these
directors have effectively contributed to Board deliberations
and committee work through their independent judgment and
strategic insights.

49. Acknowledgements

The Directors express their sincere gratitude to the Reserve Bank
of India, Securities and Exchange Board of India, BSE Limited,
National Stock Exchange of India Limited, Ministry of Finance,
Ministry of Corporate Affairs, Regional Directors, Registrar
of Companies, other government and regulatory authorities,
lenders, financial institutions and the Company's Bankers for
the ongoing support extended by them. The Directors also place
on record their sincere appreciation for the continued support
extended by the Company’s stakeholders and trust reposed by
them in your Company. The Directors sincerely appreciate the
commitment displayed by the employees of the Company and its
subsidiaries across all levels, resulting in successful performance
during the year under review.

For and on behalf of the board of directors

Manoj Kumar Arora Ajay Pratap

Managing Director Director Legal -Corporate

Affairs & Company Secretary

Date: August 30, 2025

Place: New Delhi