Almondz Global Securities Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 32^nd 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, 2026.

1. Financial Performance

The summarized financial performances for the Financial Year ended March 31,2026 vis a vis 31 March 2025 are as under:

Financial Performance

Particulars	2025-26	2024-25
	Standalone	Consolidated	Standalone	Consolidated
Total Income	6381.03	19162.82	3659.14	15284.71
Profit before Finance cost and Depreciation	588.49	2650.34	513.13	1834.83
Less: Finance cost	219.36	436.02	55.68	308.98
Profit before Depreciation	369.13	2214.32	457.33	1525.85
Less: Depreciation	159.84	568.85	159.84	427.39
Profit before Exceptional Items	209.29	1645.47	297.49	1098.46
Share on Net Profit of Associates		1660.32		929.01
Exceptional Item	-	-	-	-
Profit before Tax	209.29	3305.79	297.49	2027.47
Less: Current Tax	149.68	427.61	110.99	335.67
Income Tax for earlier years	-11.58	3.95	-17.38	-22.64
MAT credit (entitlement)		-		-
Deferred Tax	-10.03	1.41	14.37	-18.03
Profit after Tax	81.22	2873.02	189.51	1732.47
Other comprehensive Income	12.05	18.96	32.94	22.85
Total Comprehensive Income	93.27	2891.98	222.45	1755.32

Financial Highlights of Subsidiaries and Associates

Particulars	2025-26
	Total Income	Total Expenses	Profit/(Loss) for the year
Almondz Global-Infra Consultant Limited	13,053.19	12,408.46	644.73
Almondz Commodities Private Limited	5.23	7.58	-2.35
Skiffle Advisory Services Limited	608.41	203.04	405.37
Almondz Financial Services Limited	637.45	582.79	54.66
North Square Projects Private Limited	45.63	16.09	29.54
Almondz -Wealth Limited	1.86	5.86	-4.00
Almondz Broking Services Limited	-	0.16	-0.16
Almondz Insolvency Resolutions Services Private Limited	-	8.06	-8.06
Premier Green Innovations Private Limited	70,764.06	66,731.98	4,032.08

Figure 1. Profit / (loss) of subsidiaries and associates (Rs. in lakhs).

Performance review and the state of Companys affairs:

Your Company has prepared the Financial Statements for the financial year ended March 31,2026 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. 6381.03 lakhs as compared to Rs. 3659.14 lakhs for the previous financial year 2024-25. Profit before tax (PBT) is Rs. 209.29 Lakhs as compared Rs. 297.49 Lakhs in the previous financial year 2024-2025. The Companys consolidated total income for the year 2025-26 is Rs. 19,162.82 Lakhs as compared to Rs. 15,284.71 Lakhs in the previous year FY 2024-25. Profit before tax (PBT) is Rs. 3305.79 Lakhs as compared to Rs. 2,027.47 Lakhs in the previous financial year 2024-2025.

Your Company currently offers depository participant services, wealth management advisory and equity broking services, Portfolio Management Services, Research Analyst on its own or through subsidiaries. The Company also provides consultancy related to Infrastructure advisory through its subsidiary. 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).

2. Dividend

The Board of Directors has decided to conserve resources and therefore, did not recommend any dividend for the financial year 2025- 26.

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 Companys 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 Companys 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 Companys 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, 2026, the Company employed a total of 115 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. This stability reflects our continued adherence to sound financial practices and our commitment to maintaining a strong and resilient financial position.

7. Scheme of Arrangement

The Company had filed a revised Scheme of Arrangement ("Scheme"), 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. Later on, the exchange returned the application citing the reason that the application of Almondz Global Securities Limited cannot be considered by the Exchange as one of a promoter Mr. Navjeet Singh Sobti is not complying with the fit and proper criteria as mentioned in the prevailing Securities and Exchange Board of India (Intermediaries) Regulations, 2008.

8. Internal Financial controls

The Company has instituted a integrated internal control framework suited to its scale of operations and the nature of its business. These controls are structured to provide assurance on the reliability of financial and operational data, ensure compliance with legal and regulatory requirements, safeguard Company assets, and support consistent adherence to internal policies and procedures.

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 Companys internal controls, audit observations, and compliance landscape.

Additionally, the Audit Committee plays a vital role in overseeing the Companys 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 Companys 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 Companys 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 Companys 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. This decision underscores our commitment to adhering to regulatory standards and maintaining the highest levels of financial integrity and transparency. By avoiding reliance on public deposits, we ensure a robust and stable financial foundation, aligning with our long-term strategic goals and safeguarding the interests of our stakeholders.

10. Share capital

As of March 31,2026, the Companys issued, subscribed and paid-up share capital stood at Rs.17,36,46,754 comprising 17,36,46,754 equity shares with a nominal value of Rs. 1 each. During the reporting period, the paid-up share capital increased from Rs. 17,22,84,768 to Rs. 17,36,46,754. This increase was attributed to the issuance of 13,61,986 (Thirteen lakh Sixty- one thousand nine hundred Eighty Six) additional equity shares to employees, as part of the Employee Stock Option Scheme-2007.

11. 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.

12. Employees Stock option Plan

Under the Employee Stock Option Scheme of the Company, share options are granted to senior executives 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.

The Scheme is governed and administered by the Compensation Committee, 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 April 01, 2025, and March 31, 2026, 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 31,2026. 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 Companys 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.

13. 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 2026-27 have been paid.

14. 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, 2026, has been uploaded on the Companys official website. It is accessible at: www.almondzglobal.com.

15. 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.

To this end, the Company ensures efficient energy use in all its offices throughout India. This commitment is reflected in our ongoing efforts to enhance energy efficiency and reduce our environmental footprint. Our digital transformation initiatives have notably reduced paper consumption, as we shift towards more sustainable, electronic processes.

In addition, the Company has consistently harnessed technological advancements to improve operational efficiency and enhance customer satisfaction. In alignment with SEBI guidelines, we are actively automating the customer onboarding process. This transition not only streamlines and accelerates client onboarding but also reduces the time-consuming and complex nature of physical onboarding procedures.

By integrating these technological innovations, the Company aims to further elevate its operational efficiency, provide a superior client experience, and maintain a strong competitive edge in the industry. Our approach underscores a broader commitment to operational excellence and sustainability, reflecting our dedication to both our clients and the environment.

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

16. 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 Companys 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. Ajay Pratap is due to retire by rotation at the upcoming Annual General Meeting (AGM). Demonstrating his ongoing commitment to the Company, Mr. Pratap has expressed his willingness to be considered for reappointment and is eligible for the same.

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 NRCs recommendation, has unanimously approved the proposal and now seeks the consent of the Companys valued Members to confirm his re-appointment.

Mr. Ajay Pratap has consistently brought exceptional value to the Company through her strategic acumen and steadfast leadership. His extensive experience and insights have significantly contributed to the Companys advancement and overall success. A detailed profile highlighting Mr. Prataps 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 Companys leadership and governance and looks forward to his ongoing contributions in the years ahead.

Appointment/Cessation

Mr. Rajeev Kumar has been appointed as Wholetime Director of the Company for 5 years w.e.f. 23^rd May 2026 at the designation of Director - Finance & CFO.

Members are invited to review the detailed profile, which is included in the Notice of the AGM, to gain a comprehensive understanding of their professional journey and achievements.

Mr. Ajay Kumar and Mr. Satish Chandra Sinha completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. the close of business hours on September 28, 2025 and May 24, 2026 respectively.The Board places on record its sincere appreciation for the valuable contribution made by Mr. Ajay Kumar and Mr. Satish Chandra Sinha as Independent Director of the Company.

Ms. Neelu Jain, women Director of the Company has been appointed as Independent Director of the Company w.e.f. 22^nd May 2026.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Opinion of the Board on Independent Directors appointed during the year

There was no appointment of any Independent Director on the Board of the Company during the financial year under review, and accordingly no disclosure under Schedule IV read with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 arises for the year.

Number of meetings of the Board

During the Financial Year 2025-26, 9 (Nine) number of Board meetings were held. For details kindly refer to the section ‘Board of Directors in the Corporate Governance Report.

17. Disclosure on Audit committee

The Audit Committee as on March 31,2026 comprised Two Non-Executive Independent Directors and one Executive Director as under:

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

18. 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.

Our proactive measures reflect the Companys continuous dedication to promoting a workplace culture that goes beyond mere legal compliance. We remain committed to regularly reviewing and refining our practices to ensure that every employee experiences a work environment grounded in dignity, equity, and mutual respect.

19. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as applicable, and has extended the benefits thereunder to all eligible women employees of the Company during the year under review.

20. Change in the Nature of Business

There is no change in the nature of business during the Financial Year 2025-26.

21. 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. This policy is a testament to our commitment to fostering transparency, accountability, and ethical conduct within the organization. It offers a clear and secure avenue for Employees and Directors to voice their concerns about any unethical behavior, actual or suspected fraud, or violations of the companys code of conduct. 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. This assurance underscores our commitment to addressing all concerns promptly and effectively. For more details on the establishment of the vigil mechanism, stakeholders are encouraged to visit the Companys website at www. almondzglobal.com. Here, comprehensive information about the policy and its implementation can be accessed, reflecting our commitment to transparency and stakeholder engagement. In conclusion, the Vigil Mechanism and Whistle Blower Policy are integral to our corporate governance framework, ensuring that the highest standards of ethical conduct are upheld across the organization. Through these measures, we continue to foster an environment where integrity and accountability are paramount, and where every stakeholder feels secure and empowered to report any misconduct without fear.

22. 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.

23. 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 Companys 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 Companys 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 leaderships continued commitment to upholding the highest standards of corporate ethics.

To promote openness and accountability, the Code of Conduct is publicly accessible on the Companys 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 Companys governance structure, reinforcing our commitment to transparency, responsible leadership, and long-term stakeholder confidence.

24. 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 Committees 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.

By making this information publicly accessible, the Company aims to keep stakeholders informed about the guiding principles that shape our leadership and human capital strategies. This disclosure further demonstrates our dedication to integrity, accountability, and sound corporate governance practices.

The salient features of the Nomination and Remuneration Policy are disclosed in Corporate Governance Report forming part of this Report. In line with our commitment to transparency and good governance, the full text of the policy is available on the Companys official website. Stakeholders are invited to view the policy at: http://www.almondzglobal.com/pdf/ nominationpolicy.pdf.

25. 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. This approach ensures that each candidate not only complements but also expands the collective skills, experience, and expertise of the Board as a whole. Our goal is to create a dynamic and well-rounded Board capable of navigating the complexities of our industry and driving the Companys longterm success. In evaluating potential candidates, the policy takes into account a variety of factors. These include gender, age, professional experience, and qualifications, as well as cultural and educational backgrounds. By considering these diverse attributes, we aim to enrich the Boards discussions and enhance its decision-making capabilities. Furthermore, the policy allows for the inclusion of any other factors that the Board may deem relevant and applicable from time to time, ensuring flexibility and adaptability in our approach to Board composition.

This Board diversity policy is an integral part of our commitment to maintaining a high standard of corporate governance. By ensuring that the Board is composed of individuals with diverse backgrounds and perspectives, we aim to drive better decision- making, promote innovation, and enhance the overall effectiveness of the Board.

26. 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

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

Mr. Rajeev Kumar: Director - Finance & CFO w.e.f. 23^rd May 2026

27. 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 arms 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. We are pleased to report that there have been no significant related party transactions involving Promoters, Directors, or Key Managerial Personnel that could potentially conflict with the interests of the Company at large. 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. This pre-approval process streamlines operations while maintaining stringent oversight and compliance with regulatory requirements.

The disclosure of related party transactions as mandated under Section 134(3)(h) of the Act in Form AOC-2 for the financial year 2025-26 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 Companys website and can be accessed via the following link: http://www.almondzglobal.com/ pdf/Almondz RPT Policy.pdf. The establishment and implementation of this policy reflect our unwavering commitment to upholding the highest standards of corporate governance. By ensuring that all related party transactions are conducted ethically and transparently, we aim to protect the interests of the Company and its stakeholders, fostering an environment of trust and integrity.

Our approach to managing related party transactions demonstrates our dedication to ethical business practices and regulatory compliance. Through stringent oversight by the Audit Committee and the Board, and by adhering to the comprehensive policy for related party transactions, we continue to uphold the principles of transparency, accountability, and good governance that are foundational to our Companys success.

All the related party transactions are entered on arms length basis and are in the ordinary course of business, in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

28. 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. By implementing this policy, we aim to ensure that risks are managed within acceptable levels, thereby safeguarding the interests of the Company and its stakeholders.

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.

29. 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. This appointment ensures a comprehensive review of our compliance with statutory and regulatory requirements as well as adherence to good corporate governance practices. The Secretarial Audit Report for 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 InfraConsultant 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 ended 31st March 2026. 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 ended 31st March 2026. The thorough Secretarial Audit Report of North Square

Projects Private Limited is attached herewith as "Annexure- VI."

It is noteworthy to mention that all the Secretarial Auditors Reports for the financial year 2025-26, as annexed, do not contain any qualification, reservation, or adverse remarks. This reflects the Companys and its subsidiaries unwavering commitment to maintaining the highest standards of corporate governance and regulatory compliance.

The secretarial audits conducted across the Company and its material subsidiaries play a crucial role in ensuring that we uphold the principles of transparency, accountability, and integrity in all our operations. These audits help us identify and rectify any potential non-compliance issues, thereby strengthening our governance framework and fostering stakeholder trust.

30. 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.

31. Details of Subsidiary/Joint Ventures/Associate companies

The Company has Eight 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 subsidiary of Almondz Global Securities Limited (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 (Wholly owned 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), previously known ad Skiffle Healthcare Services Limited, changed it object from healthcare to advisory services is a wholly owned subsidiary of AGSL, was incorporated in December, 2012.

J. Almondz Insolvency Resolutions Services Private Limited

(Wholly Owned Subsidiary)

Almondz Insolvency Resolutions Services Private Limited was incorporated on 4th October 2017. Almondz Global Securities Limited holds 100% shares in the said Company.

K. Almondz-Wealth Limited

Almondz-Wealth Limited, a 100% subsidiary of Almondz Global Securities Ltd., was incorporated in 2024 under Companies Act, 2013, engaged in Financial Services including distribution of financial products and wealth management.

L. Almondz Broking Services Limited

Almondz Broking Services Limited, a 100% subsidiary of Almondz Global Securities Ltd., was incorporated in 2025 under Companies Act, 2013. The company is yet to start business.

32. 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.

33. 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 selfexplanatory and do not call for any further comments.

34. 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. This steadfast adherence underscores our dedication to maintaining the highest standards of transparency, accountability, and ethical conduct.

In our relentless pursuit of excellence, we have ensured that every aspect of our corporate practices aligns with these regulatory requirements. A comprehensive and detailed Report on Corporate Governance is included as a significant part of this Annual Report. This report meticulously documents our governance framework, practices, and policies, reflecting our commitment to upholding robust governance standards.

Furthermore, it is with great satisfaction that we highlight the independent validation of our compliance efforts. The Statutory Auditors, in their review, have provided a certificate confirming the Companys adherence to Corporate Governance requirements. This certificate, attached to the Report on Corporate Governance, stands as a testament to our diligent efforts and unwavering focus on governance excellence.

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.

35. 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. These statements, which include the financial performance and position of the Company and its subsidiaries, underscore our commitment to transparency and rigorous financial reporting. The consolidated financial results provide a comprehensive view of the operations and financial health of the Subsidiaries and Associate Companies. This holistic approach ensures that stakeholders have a clear and detailed understanding of the Companys overall performance and strategic direction. The annual accounts of the subsidiary companies and related detailed information are readily accessible on the Companys 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 Companys 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.

36. Cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2026 is annexed hereto.

37. Management Discussion and Analysis Statement

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

38. 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 T rading and a Policy on Disclosure of Material Events/Information. This framework is designed to uphold the highest standards of integrity and transparency and is applicable to all Directors and Designated Employees of the Company.

The Code of Conduct lays down guidelines, providing clear advice on the procedures to be followed and the disclosures to be made while dealing in shares of the Company. The Code outlines the consequences of non-compliance, emphasizing the importance of adherence to these regulations. A copy of the Code has been made readily available on the Companys official website at www.almondzglobal.com.

This ensures that all stakeholders, including investors and employees, can easily access and familiarize themselves with the guidelines and policies that govern our operations.

39. 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 Companys internal financial controls were adequate and effective during the financial year 2025-26.

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

40. 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

41. 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.

42. 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.

43. Particulars of Loans, Guarantees or Investments

The particulars of loans given, guarantees provided, investments made and securities given, covered under the provisions of Section 186 of the Companies Act, 2013, during the financial year under review are provided in the notes to the financial statements forming part of this Annual Report. The Company has complied with the provisions of Section 186 of the Act in respect of the loans, guarantees, investments and securities made/given during the year.

44. Credit rating

During the year, CARE has given credit rating of ‘CARE BBB- (Stable) for Total Fund Base-LT-Bank Guarantee of Rs. 2.64/- 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. Material Changes and Commitments

You Directors confirm that there are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of this report.

47. Details of Significant and Material Orders Passed by Regulators/Courts/T ribunals.

No significant or material orders have been passed by any Regulator, Court or Tribunal during the financial year under review which would impact the going concern status of the Company and its future operations.

Details of non-compliance by the Company, penalties and ongoing litigation against the Company is disclosed in the Corporate Governance Report forming part of this Report.

48. 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.

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 Companys Bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Companys 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.