Almondz Global Securities Ltd Directors Report

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.

Financial Performance

The summarized financial performances for the Financial Year

ended March 31, 2025 vis a vis 2023-24 are as under:

(Rs. In Lakhs)

Particulars	2024-25		2023-24
	Standalone	Consolidated	Standalone	Consolidated
Total Income	3511.44	15136.55	3726.63	11989.78
Profit before Finance cost and Depreciation	513.13	1834.83	808.47	1918.54
Less: Finance cost	55.68	308.98	92.27	366.92
Profit before Depreciation	457.33	1525.85	716.20	1551.62
Less: Depreciation	159.84	427.39	124.33	346.07
Profit before Exceptional Items	297.49	1098.46	591.87	1205.55
Share on Net Profit of Associates		929.01		807.57
Exceptional Item	-	-	1,575.00	1575.00
Profit before Tax	297.49	2027.47	2166.87	3588.12
Less: Current Tax	110.99	335.67	60.89	181.74
Income Tax for earlier years	-17.38	-22.64	2.20	0.68
MAT credit (entitlement)		-		7.46
Deferred Tax	14.37	-18.03	-8.71	-8.60
Profit after Tax	189.51	1732.47	2112.49	3406.85
Other comprehensive Income	32.94	22.85	-1.23	40.52
Total Comprehensive Income	222.45	1755.32	2,111.26	3447.36

Financial Highlights of Subsidiaries and Associates

Particulars	2024-25
	Total Income	Total Expenses	Profit/(Loss) for the year
Premier Green Innovations Private Limited	70,262.22	67,891.95	2,220.95
Almondz Global-Infra Consultant Limited	11,482.96	10,714.43	572.11
Almondz-Wealth Limited	0	1.45	-1.45
Skiffle Advisory Services Limited	8.48	19.5	-3.53
Almondz Financial Services Limited	549.43	543.48	2.78
North Square Projects Private Limited	44.68	8.15	27.64
Almondz Commodities Private Limited	5.48	1.38	3.31

Performance review and the state of Companys 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 Companys 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.

Dividend

The Board of Directors does not recommend any dividend for

the financial year under review.

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.

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.

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

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.

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.

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 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.

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.

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.

Share capital

As of March 31, 2025, the Companys 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.

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.

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 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.

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.

Extract of Annual Return

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

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 Companys official website. It is accessible at:

Conservation of Energy & Technology absorption

and Foreign exchange earnings and outgo

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.

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

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. 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 NRCs recommendation, has unanimously approved the proposal and now seeks the consent of the Companys 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 Companys advancement and overall success. A detailed profile highlighting Mr. Aroras 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. 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.

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.

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.

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 Companys website at almondzglobal.com.

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.

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.

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. 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: almondzglobal.com/pdf/nominationpolicy.pdf.

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.

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

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. 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 Companys website and can be accessed via the following link:

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.

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.

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.

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.

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.

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)

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).

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:

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

extra neutral alcohol for manufacturing of portable alcohol;

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%.

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.

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

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.

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.

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.

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 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 ww . This ensures that stakeholders can easily access and review the guidelines that govern the identification and management of our material subsidiaries.

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.

Management Discussion and Analysis Statement

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

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

Companys official website at

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 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: ?€“

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

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;

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;

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

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;

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

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

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.

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 ( almondzglobal.com ). Policy for determining material subsidiaries of the Company is available on the website of the Company ( ). Policy on dealing with related party transactions is available on the website of the Company ( 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.

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.

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.

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 .

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.

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.

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.

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.

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.

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

Annexure I to Directors Report

The information required under Section 197 of the Act read with rule 5 of the companies (Appointment and Remuneration of managerial personnel) rules, 2014 Are given below:

Disclosure under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year

2024-25:

Executive Directors	Ratio to median remuneration
Mr. Navjeet Singh Sobti	6.19 times
Mr. Manoj Kumar Arora	11.95 times
Mr. Ajay Pratap	7.07 times

The percentage increase in remuneration of Executive Director, Chief Financial Officer & Company Secretary in the Financial

Year 2024-25:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	Designation	Percentage increase in Remuneration (in %)
Mr. Navjeet Singh Sobti	Managing Director	-5.24%
Mr. Ajay Pratap	Wholetime Director	25%
Mr. Rajeev Kumar, CFO	Chief Financial Officer	0%

The percentage increase in the median remuneration of employees in the financial year 24-25: 100.7%

the number of permanent employees on the rolls of company: 180

The average percentile of the salaries of employees other than the managerial personnel in the last financial year, i.e., 2024-25 was increased by 26.84% whereas for the managerial remuneration for the same financial year increased by 7.81%

Average percentile increase in salaries has been considered on annual basis. Number of employees in the financial year 2024-25 is 180

whereas the number of employees in previous year was 297.

the key parameters for any variable component of remuneration availed by the directors: None

Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the

remuneration policy of the Company.

Note:

The percentage is calculated on the median remuneration of employee as on 31.03.2025 and 31.03.2024 (on the monthly remuneration of march) and No of employees excludes remuneration of Director.

Average percentile increase in salaries has been considered on annual basis. Number of employees in the financial year 2024-25 were 180 whereas the number of employees in financial year 2023-2024 was 297.

Due to appointment of employees the amount of salary disbursed has increased during the year.

Disclosure under rule 5(2) & 5 (3) of the companies (Appointment and remuneration of managerial Personnel) rules,2014 are

given below:

details of top ten employees of the company in terms of remuneration drawn during 2024-25:

Details of top ten employees of the Company in terms of remuneration drawn during 2024-25 will be provided on request. As per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto excluding the said information of top ten employees. The said details of top ten employees will be available for inspection by the members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

there was an employee in the company who was in receipt of remuneration for the year 2024-25

if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less

than one crore and two lakh rupees;

if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

For and on behalf of the board of directors
Manoj Kumar Arora	Ajay Pratap
Managing Director	Director Legal -Corporate
Date: August 30, 2025	Affairs & Company Secretary
Place: New Delhi

Annexure II to Directors Report

Disclosure pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Companies Act, 2013 (As on 31 March 2025) Details related to ESOP

Under Employee Stock Option Scheme ( ESOP) of the Company, share options of the Company are granted to employees .Vested period ranges from 1 to 3 years . Each option carries the right to the holder to apply for one equity share of the Company at exercise price . During the year under review, the exercise period of all the Oprions under Series has been extended and making this uniform 10 years from the date of their vesting. The share options are valued at the fair value of the options as on the date of grant using Black Scholes pricing model. There is no cash settlement alternative.

The Almondz Global Securities Employees Stock Option Scheme 2007 ("ESOS" or "Scheme") as approved by the Shareholders of the Company, the Company after taking into effect of the split of shaes of the Compay in the ration of 1:6 w.e.f. 23 July 2024 is entitled, as on the date of this meeting, to grant an aggregate of 9,00,00,000 or 50% of paid-up share capital of the Company, whichever is lower. The Company has already granted a total of 64920000 options out of which 33140948 options got lapsed, a portion of which had been re-issued by the Company. Further, till date, an aggregate of 20354126 options were exercised by the concerned employees of the Company.

The compensation committee in its meeting held on 26th August 2019 has alloted 2,64,40,000 options under series "G" to eligible employees of the company/its subsidiary company. However, options granted under series A to F are exercised or lapsed. Under Series G, 300000 options got lapsed.

The compensation committee in its meeting held on 14th September 2020 has alloted 18,00,000 options under series "H" to eligible employees of the company/itssubsidiary company. Under Series H, 18,0,000 options got lapsed,\.

The compensation committee in its meeting held on 14th March 2022 has alloted 72,60,000 options under series "I" to eligible employees of the company/its subsidiary company. Under Series I, 10,90,002 options got lapsed.

The compensation committee in its meeting held on 23 May 2023 has alloted 15,00,000 options under series "J" to eligible employees of the company/its subsidiary company.

A compensation committee comprising independent members of the Board of Directors administers the scheme.

ESOPs to directors of the Company

Particulars	As at March 31, 2025	As at March 31, 2024
Options outstanding at beginning of the period	21,00,000	30,00,000
Add: New options granted during the period (Includes Mr. Manoj Kumar Arora	30,00,000	-
and Mr. Ajay Pratap new Directors)
Less: Options exercised	(21,00,000)	(9,00,000)
Less: Options lapsed	-	-
Options outstanding at end of the period	30,00,000	21,00,000
Options exercisable at end of the period	30,00,000	21,00,000

ESOPs to persons other than directors of the Company

Particulars	As at March 31, 2025	As at March 31, 2024
Options outstanding at beginning of the period	2,47,20,000	2,93,70,000
Add: New options granted during the period	-	15,00,000
Less: Options exercised	(1,14,24,966)	(55,50,000)
Less: Options lapsed	(28,00,002)	(6,00,000)
Options outstanding at end of the period	1,04,95,032	2,47,20,000

Options exercisable at end of the period

Details of options outstanding at the year end with the range of exercise price and weighted average remaining contractual life:

Series	Employees entitled	No. of options	Vesting / Excercise conditions	Weighted average remaining contractual life of options (in years)
Series G	7	79,85,000	Vesting of options would be subject to continued employment with the Company and/or its holding/ subsidiary company . The vesting period is 3 years from the date of option granted and employee can exercise the option for 5 years period from the date vesting.	2.50

Series I	34	40,10,032	Vesting of options would be subject to continued employment with the Company and/or its holding/ subsidiary company . The vesting of option will be after 2 years from the date of grant and shall be spreaded in 3 consecutive years in equal proprtion. The excercise period of option is 10 years from the date of its vesting	4.00
Series J	3	15,00,000	Vesting of options would be subject to continued employment with the Company and/or its holding/ subsidiary company . The vesting of option will be after 2 years from the date of grant and shall be spreaded in 3 consecutive years in equal proprtion. The excercise period of option is 10 years from the date of its vesting	4.00

The Company approved the following grants to select employees of the Company in accordance with the stock option scheme. Under the scheme, XXX(ESOS Scheme 2007 ) grants have been made as of March 31, 2020, details of which are given as under:

Grant date	Exercise price	Options granted	Options lapsed/ cancelled	Options unvested	Options exercised	Options vested and exercisable	Options outstanding to be vested
2nd Sep 2019	10.00	2,64,00,000	30,00,000	-	1,54,15,000	79,85,000	-
24th Sep 2020	10.00	18,00,000	18,00,000	-	-	-	-
14th Mar 2022	46.55	72,60,000	16,90,002	-	15,59,966	20,05,016	20,05,016
30th May 2023	33.40	15,00,000	-	15,00,000	-	-	15,00,000
Total		3,69,60,000	64,90,002	15,00,000	1,69,74,966	99,90,016	35,05,016

Fair value of options granted:

The fair value at grant date is determined using the Black Scholes Model. Expected volatility has been determined using historical fluctuation

in share issue prices of the Company.

Series	Grant date	No. of options granted	Exercise Price	Weighted average fair value (in Rs.)
Series G	2nd Sep 2019	2,64,00,000	10.00	4.50
Series I	14th Mar 2022	72,60,000	46.55	52.09
Series J	30th May 2023	15,00,000	33.40	48.77

Reconciliation of share option : -

Particulars	Total No. of options granted	Series - G	Series - H	Series - I	Series - J
Outstanding at beginning of the year	2,77,20,000	1,78,50,000	18,00,000	65,70,000	15,00,000
Granted during the year	-	-	-		-
Expired/ cancelled during the year	28,00,002	-	18,00,000	10,00,002	-
Exercised during the year	1,14,24,966	98,65,000	-	15,59,966	-
Outstanding at end of the year	1,34,95,032	79,85,000	-	40,10,032	15,00,000

The weighted average market price of equity shares for options exercised during the year is Rs Nil (previous year Nil).

Key assumptions used in Black Scholes Model for calculating fair value as on the date of respective grants

Particulars	Series - J	Series - I	Series - H	Series - G
Dividend yield (%)	0.00%	21.36%	56.10%	56.10%
Expected volatility (%)	10	10	10	10
Risk-free interest rate (%)	6.95%	6.16%	6.16%	6.16%
Weighted average share price (in Rs.)	N.A	N.A	N.A	N.A
Exercise price (in Rs.)	10	10	10	10
Carrying amount of liability-included in employee benefit obligations ( Rs. Lac )	19.87	280.45	-	59.89

Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were as

follows:

Share based payment expenses/(Income)

	Year ended March 31, 2025	Year ended March 31, 2024
Employee option plan	80.47	144.30
Total employee share-based payment expense/(Income)	80.47	144.30

For and on behalf of the board of directors
Manoj Kumar Arora	Ajay Pratap
Managing Director	Director Legal -Corporate
Date: August 30, 2025	Affairs & Company Secretary
Place: New Delhi