Avonmore Capital & Management Services Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 33^rd Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2025.

1. FINANCIAL SUMMARY / HIGHLIGHTS

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

(Rs. In Lakhs)

Particulars	2024-2025		2023-2024
	Standalone	Consolidated	Standalone	Consolidated
Total Income	2450.85	18,156.42	995.69	12,699.41
Profit before Finance cost and Depreciation	2256.24	5302.67	627.03	2,917.32
Less: Finance cost	632.26	332.76	697.85	354.25
Profit before Depreciation	1623.98	4969.91	(70.83)	2,563.07
Less: Depreciation	11.62	470.05	7.16	375.87
Profit before Exceptional Items	1612.36	3,412.50	(77.98)	1,339.20
Profit before Tax	1612.36	4,499.86	(77.98)	2,187.20
Less: Current Tax	216.13	755.60	7.08	277.51
Income Tax for earlier years	-7.08	-4.36	11.32	10.99
Deferred Tax	30.34	0.88	(88.38)	(109.36)
Profit after Tax	1,372.98	3,758.01	(8.01)	2,008.06
Other comprehensive Income	-260.10	-270.32	711.27	752.91
Total Comprehensive Income	1,112.88	3,487.69	703.26	2,760.97

Financial Highlights of Subsidiaries/Associates

(Rs. In Lakhs)

Particulars	2024-25
	Total Income	Total Expenses	Profit/(Loss) for the year
Almondz Global Securities Limited	3,511.44	3,213.95	222.45
*Almondz Finanz Limited	732.44	389.17	217.79
Anemone Holdings Private Limited	1901.15	1416.66	366.16
Acrokx Reality Private Limited	Nil	1.04	(1.04)
Apricot Infosoft Private Limited	19.15	10.80	4.02
Avonmore Developers Private Limited	27.43	0.54	26.88
Red Solutions Private Limited	Nil	113.94	(105.46)
Glow Apparels Private Limited	Nil	1.08	(0.96)
Premier Green Innovations Private Limited	70,262.22	67,891.95	2,220.95

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 total income of your Company on standalone basis was Rs. 2450.85 lakhs as compared to Rs. 995.69 lakhs for the previous financial year 2023-2024. Profit before tax (PBT) was Rs. 1612.36 Lakhs as compared to Rs. (77.98) Lakhs in the previous financial year 2023-2024. The Company s consolidated total income for the financial year 2024- 25 was Rs. 18,156.42 Lakhs as compared to Rs. 12,699.41 Lakhs in the previous financial year 2023-24. Consolidated Profit before tax (PBT) was Rs. 4,499.86 Lakhs as compared to Rs. 2,187.20 Lakhs in the previous financial year 2023-24.

2. DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year.

3. TRANSFER TO RESERVE FUND

Under section 45-IC (1) of Reserve Bank of India ( RBI ) Act, 1934, non-banking financial companies ( NBFCs ) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, Avonmore Capital & Management Services Limited (the Company ) has transferred Rs. 359.70 Lakh to its reserve fund in the F.Y 2024-25.

4 . INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

Information on State of Affairs of the Company is given in the Management Discussion and Analysis Report in accordance with Regulation 34(3) and Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5 . CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 ( Ind AS ), forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The annual accounts of the subsidiaries companies and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of the Company. The consolidated financial results reflect the operations of Subsidiaries Companies. The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ). The Policy, as approved by the Board, is uploaded on the Company s website www.avonmorecapital.in

6 . CASH FLOW STATEMENT

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

7. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There have been 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.

8. RBI GUIDELINES

The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

9. SHARE CAPITAL

During the year, the Company has not issued any shares, except that, pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the company at their meeting held on 10^th May, 2024 and approval of the shareholders of the Company through postal ballot on 14^th June, 2024, the

Authorized Share Capital of the Company has been increase from Rs. 30,00,00,000/- (Rupees Thirty Crores Only) consisting of 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 1/- (Rupees One) each to Rs. 34,00,00,000/- (Rupees Thirty Four Crores Only) consisting of 34,00,000 (Thirty Four Crore) Equity Shares of Rs. 1/- (Rupees One) each by creation of additional Equity Shares of Rs. 4,00,00,000 (Rupees Four Crore Only) divided into 4,00,00,000 (Four Crore ) Equity Shares of face value of Rs. 1/- (Rupees One Only) each, ranking pari passu in respect with the existing Equity Shares of the Company.

Further, the Board of Directors of the Company in its meeting held on 10^th May, 2024 has approved the Sub-Division/ Split Of Existing 1 (One) Equity Share Of Face Value Of Rs. 10/-(Rupees Ten Only) Each Fully Paid Up Into 10 (Ten) Equity Shares Of Face Value Of Rs. 1/- (Rupee One Only) Each Fully Paid Up.

w.e.f. 28^th June, 2024, the Face Value of Equity Shares has been changed from Rs. 10 to Rs. 1 and New ISIN No. has been allotted to the Company i.e. INE323B01024.

Further, pursuant to the provisions of 39, 62(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and SEBI LODR 2015 and SEBI ICDR Regulation 2018, the Committee for further issue of shares of Board of Directors in their held on 13^th January, 2025, allotted 4,86,52,541 Equity Shares of Issue Price of Rs. 10/- per Equity Shares aggregating upto Rs. 4865.25 Lakhs opened for subscription on December 23, 2024 and the subscription closed on January 06, 2025 pursuant to the Right Issue.

As on date of this Report the Authorized, Issued, Subscribed and Paid up share capital is as follows:

Particulars	No of Shares	Amount
Authorized Share Capital	34,00,00,000	34,00,00,000
Issued & Subscribed Capital	29,59,78,541	29,59,78,541
Paid up Capital	28,21,84,741	28,21,84,741

*Difference in subscribed and paid up capital is on account of forfeiture of 1,37,93,800 equity shares

10. CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of business of the Company.

11. PUBLIC DEPOSITS

Your Company had neither accepted any Public Deposits during the year nor does the Company have any plan to accept any deposits from the public

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE

COMPANIES

As on March 31, 2025 your Company has the following entities as its subsidiaries and Associates: a. Acrokx Reality Private Limited b. Almondz Global Securities Limited c. Red Solutions Private Limited

d. Apricot Infosoft Private Limited e. Avonmore Developers Private Limited f. Anemone Holdings Private Limited g. Glow Apparels Private Limited h. Almondz Finanz Limited

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a Company s Subsidiary or Subsidiaries, Associate Company or Companies in the prescribed format AOC-1 which form part of the Annual Report as Annexure-I. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company s website at www.avonmorecapital.in.

13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR

CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, there has been no company which become or ceased to be subsidiaries, joint ventures or associate companies.

14. MATERIAL SUBSIDIARY

Almondz Global Securities Limited, Anemone Holdings Private Limited & Almondz Finanz Limited is a material subsidiary of the Company as per the thresholds laid down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy was revised effective from May 30, 2025 in line with the amendments made to the Listing Regulations. The Policy has been uploaded on the Company s website at http://www.avonmorecapital.in/pdf/material_policy.pdf.

15. PERFORMANCE OF SUBSIDIARIES COMPANIES

Almondz Global Securities Limited (Subsidiary Company)

Almondz Global Securities Limited (AGSL) is a leading advisory and consultancy firm since 1994 which offers a bouquet of services in the Strategic Advisory, Transaction Advisory, Business Transformation Advisory, Turnaround and restructuring, Risk advisory, Insolvency activities, Capital raising advisory both in Equity and Debt markets, Valuation services for Financial assets Wealth management advisory and Equity broking. Almondz was set up by a team that was young, aggressive and hungry for opportunities to make profitable deals. With the help of rapidly evolving business models and the flexibility to adapt to the demands of a changing marketplace, Almondz has been able to deftly navigate through the Indian Business landscape. Ever since it s foundation over two decades ago, Almondz has been able to make its mark in the financial services sector.

Responding to changing business dynamics, the group has pivoted to a more diversified structure of business in the recent past. During the years, Almondz has evolved as a Consulting

Company, known for its ability to deliver tangible results The Company is poised to become a company with well-diversified business undertakings, focused on building strong businesses, creating value and nurturing leadership. Every arm of the group is being led by young, vibrant leaders with an attention to ethical and legal practices. As an enterprise Almondz strives to adapt and re-invent itself as the market evolves, with the ultimate goal to create value for our clients, shareholders and employees at every step. Almondz Global Securities Limited has floated different subsidiary and associate entities to serve the operational purpose of the group. For more details, please visit Website: www.almondzglobal.com

STEP DOWN SUBSIDIERIES

Almondz Global Infra-Consultant Limited (Stepdown Subsidiary)

Almondz Global Infra-Consultant Limited (AGICL) is an ISO 9001 : 2015 certified company, a Public Limited Company and Wholly Owned Subsidiary of Almondz Global Securities Limited(AGSL). AGICL provides Consultancy Services in multiple infrastructure sectors especially in Roads, Bridges, Highways & Tunnels, Smart Cities, Urban Infrastructure, Water & Waste Water, Tourism, Railways & Metro Rail, Ports

& Inland Waterways & Airport. AGICL has been providing services from concept to commissioning like project concept Development, Project structuring, Transaction Advisory Planning, Designing, Engineering, Project Management Consultancy, Supervisionas well as Independent Engineers, safety audits and Operation & Maintenance Services, which has helped AGICL to establish itself as one of the fastest growing Infra consultancy company in the Country. AGICL has completed more than 50 projects in the sector of Road and Highways, Transportation, Urban Infrastructure, water & waste water management, and is currently handling more than 100 projects in multiple sector like Road and Highway (Feasibility, DPR, Project supervision, Proof checking Safety Audit), Smart city (Conceptualization, planning and implementation), Transaction Advisory, Urban Infrastructure, Tourism etc. AGICL derive strength from its in house team of qualified and experienced professionals in various fields to ensure timely execution of the projects. AGICL employs Qualified professionals in various Fields, who are committed to deliver Quality work with in Budgeted time and cost. AGICL is having Pan India presence and empaneled with more than 30 Government department and agencies. AGICL has been consistently taking initiatives to improve the functional efficiency and remain in sync with the increase in growth of business. Implementation of ERP system and making collaboration with renowned international firms as knowledge partners are some of the recent strategic moves initiated by the company to bring more efficiency in the operation and to ensure better corporate governance. For more details, please visit Website: www.almondzglobalinfra.com

Premier Green Innovations Private limited (Associate of Subsidiary)

Premier Green Innovations Private limited started its operations in 2015 with the objective of manufacturing and selling Alcoholic Beverages high quality grain ENA/ Ethanol and other alcohol products. The Registered office of the Company is located at F-33/3, Okhla Industrial Area, Phase-II, New Delhi-110020. The Company has a state of the art grain based Distillery with expanded capacity of 85 KLPD and Modern Bottling Plant for Indian Made Foreign Liquor and Country Liquor at Plot No-1, Sansarpur Terrace, Industrial Area, Phase-III, District-Kangra, Himachal Pradesh-176501. The plant is equipped to meet Zero Liquid Discharge (ZLD). The company is setting up 200 KLPD dedicated Ethanol Plant at its existing unit in HP. The Company is FSSC 22000 (Version 4.1): ISO TS 22002- 1:2009 certified and is focused in ensuring Total Quality Management. The Company has laid emphasis on eco-friendly production & strives to excel through implementation of latest technology. Since inception, the Company has seen quick rise through operational excellence, customer satisfaction and forward integration of bottling operations along with sales and distribution of liquor brands. The Company is interested to set up a Greenfield project for manufacturing and supply of Fuel Ethanol in the state of Odisha up to 250 KL per day to be able to increase Ethanol supply and contribute to achieve the national targets of 10% blending.

For more details, please visit Website: https://paplgroup.com/ home.php

Almondz Finanz Limited (Wholly Owned Subsidiary)

Almondz Finanz Limited (AFL) was incorporated in 2006 as a wholly owned subsidiary company of Almondz Global Securities Limited. AFL is registered with Reserve Bank of India as a non-deposit accepting Non-Banking Financial Company (NBFC-ND) engaged in providing loans to corporate as well as trading of debt and equity. For more details, please visit Website: www.almondz.com

Skiffle Advisory Services Limited (Stepdown Subsidiary)

Skiffle Advisory Services Limited (SASL), was incorporated in December, 2012 with the main objective of setting up Super-Specialized Eye Care Centres in and around Delhi/ NCR. The Company at present is running four eye centres in Delhi and Uttar Pradesh under the brand of Itek Vision Centre by providing state-of-the art technology, maintaining high standard of ethical practice and professional competency with emphasis on transparency and highest level of hospitality. The Company has adopted the latest means to meet the norms, rules, and regulations set by local, State, and national authorities. The centres are specialised in Cataract, Glaucoma, Paediatric, Neuro-ophthalmology, Cornea, Retina, LASIK and Oculoplasty services. For more details, please visit Website: www.itekvisioncentre.com

Almondz Financial Services Limited (Stepdown Subsidiary)

Almondz Financial Services Limited is a well-diversified financial services company which offers a broad range of financial products and services including investment banking, corporate advisory, valuation services, wealth advisory and research analyst to a substantial and varied client base including Corporate, Institutional, High Net Worth individuals and Retail clients. The company team has experienced management professionals with a deep understanding of the current business landscape. The Company s corporate governance model is rooted in ethical practices with a robust structure of internal checks and balances The Company provides service to its clients through a network of 6 fully functional offices spread across the country along with 20,000+ registered Sub Brokers. For more details, please visit Website: https://almondzfinancial.com/

North Square Projects Private Limited (Stepdown Subsidiary)

North Square Projects Private Limited (NSPPL) is a wholly owned subsidiary of Almondz Global Securities Ltd as was promoted on 6th August 2012 as a Special Purpose Vehicle (SPV) to enter into a Joint Venture for taking up the distillery and bottling business in the name of Premier Alcobev Private Limited. For more details, please visit Website: www.almondz.com.

Almondz Commodities Private Limited (Stepdown Subsidiary)

Almondz Commodities Pvt. Ltd is a subsidiary of Almondz Global Securities Ltd. With nationwide presence, it enables the retail & corporate investors to diversify their portfolio and enjoy the benefits of commodity trading in MCX, NCDEX & NSEL. It s research team empowers investors to make informed investment decisions. The company offer commodity trading in Gold, Silver, Natural Gas & other commodities. For more details, please visit Website: www.almondz.com

Avonmore Developers Private Limited (Wholly owned Subsidiary)

The Company has been formed with the object of real estate developers and allied activities. The Company is yet to start tis main business due to lack of suitable opportunity in the market.

Glow Apparels Private Limited (Wholly owned Subsidiary)

The Company has been formed with the object to manufacture wearing apparel. The Company is yet to start its main business due to lack of suitable opportunity in the market.

Apricot Infosoft Private Limited (Wholly owned Subsidiary)

The Company has been formed with the object to carry on business in computer related activities like maintenance of websites, creation of multimedia presentations for other firms. The Company is yet to start its main business due to lack of suitable opportunity in the market.

Anemone Holdings Private Limited (Wholly owned Subsidiary)

The Company has been formed with the object to act as holding Company without taking NBFC activities.

Acrokx Reality Private Limited (Subsidiary)

The Company is involved in software publishing, consultancy and supply [Software publishing includes production, supply and documentation of ready-made (non-customized) software, operating systems software, business & other applications software, computer games software for all platforms.

Red solutions Private Limited (Wholly owned Subsidiary)

The Company is involved in sale and leasing of shops, showrooms, restaurants etc.

16. 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.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

As on March 31, 2025, the Board of Directors of your Company consist of 6 (Six) Directors. Their details are as follows:

Name of the Directors	Category
1. Mr. Govind Prasad Agrawal	Non-Executive, Non- Independent, Director & Chairman
2. Mr. Ashok Kumar Gupta	Managing Director
3. Mr. Satish Chandra Sinha	Non-Executive, Independent, Director
4. Mrs. Neelu Jain	Non-Executive, Independent, Director
5. Mr. Rajkumar Khanna	Non-Executive, Independent, Director
6. Mrs. Ashu Gupta	Non-Executive, Women Director

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

The Board was duly constituted in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2025.

Resignation/Cessation

There has been no change in the composition of Board during the financial year except that the following: In terms of provisions of Regulation 30 read with schedule III of the Listing Regulations and Section 149 (11) of the Companies Act, 2013, this is to inform you that Mr. Shyam Sunder Lal Gupta & Mr. Ajay Kumar ceased to be an Independent Director of the Company upon completion of their second term for 5 (five) Consecutive years w.e.f.

September 28, 2024

In Accordance with provision of Section 149(10) of the Companies Act, 2013, Mr. Bhupinder Singh, ceased to be an Independent Director of the Company upon completion of their first term for 5 (five) Consecutive years w.e.f. September 26, 2024 and due to his health condition, he expresses his unwillingness for re-appointment as an Independent Director for second term.

Pursuant to the provisions of Sections 149, 161 & other applicable provisions of the Act and SEBI LODR

Regulations, Mr. Satish Chandra Sinha (DIN No: 03598173) was appointed as an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f. August 14, 2024.

Pursuant to the provisions of Sections 149, 161 & other applicable provisions of the Act and SEBI LODR

Regulations, Ms. Neelu Jain (DIN No: 00227058) was appointed as an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f. August 14, 2024.

Pursuant to the provisions of Sections 149, 161 & other applicable provisions of the Act and SEBI LODR

Regulations, Mr. Raj Kumar Khanna (DIN No: 05180042) was appointed as an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f. August 14, 2024.

B. RETIREMENT BY ROTATION

Mrs. Ashu Gupta

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ashu Gupta, Director of the Company is liable to retire by rotation for this year and being eligible, offer herself for re-appointment as Director. Brief resume and other details of Mrs. Ashu Gupta, who is proposed to be re-appointed as a Director of the Company have been furnished, with the explanatory statement to the notice of the ensuing Annual General Meeting.

C. KEY MANAGERIAL PERSONNEL

As on March 31, 2025, Mr. Ashok Kumar Gupta, Managing Director, Ms. Sonal, Company Secretary & Compliance Officer and Mr. Shakti Singh, Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. MEETINGS OF THE BOARD

During the year 5 (Five) meetings of the Board of Directors were held i.e. May 10, 2024, May 30, 2024, August 14, 2024, November 13, 2024 and February 14, 2025.

For further details, please refer report on Corporate Governance forming part of the Annual Report.

19. STATEMENT ON DECLARATION "CERTIFICATE OF

INDEPENDENCE" U/S 149(6) FROM INDEPENDENT DIRECTORS

The Board has Independent Directors and there is an appropriate balance of skills, experience and knowledge in the Board to enable it to discharge its functions and duties effectively. The Independent Directors have submitted disclosure that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

20. AUDIT COMMITTEE

As on 31^st March, 2025, The Audit Committee comprises of two Independent Directors and one Non-Executive Director viz., Mr. Satish Chandra Sinha (Chairman), Mr. Govind Prasad Agrawal and Mrs. Neelu Jain as other members. More details on the Audit Committee are given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

It is informed that on account of Competition of Term of an Independent Directors of Mr. Shyam Sunder Lal and Mr. Ajay Kumar, w.e.f. September 28, 2024, the Board of Directors in their meeting held on 14.08.2024, reconstitute the audit committees by inducting Mr. Satish Chandra Sinha & Mrs. Neelu Jain as one of the member of the Committees in place of Mr. Shyam Sunder Lal and Mr. Ajay Kumar w.e.f. September 29, 2024.

The following are the members of the Audit Committee:

Name of the Members	Designation	Category
1 Satish Chandra Sinha	Chairman	Non- Executive & Independent Director
2 Govind Prasad Agrawal	Member	Non- Executive & Non- Independent Director
3 Neelu Jain	Member	Non- Executive & Independent Director

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. LISTING

The Company is listed with BSE Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The Listing fees to the stock exchange for FY 2025-26 have been paid.

23. AUDITORS

A. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting held on 29^th September, 2022, M/s Mohan Gupta & Company, Chartered Accountants (Firm Registration No. 006519N), were re-appointed as the statutory auditors of the Company, for a second term of five (5) Consecutive years commencing from the conclusion of the 30^th Annual General Meeting till the conclusion of the 36^th Annual General Meeting, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee from time to time.

Further, the report of the Statutory Auditors along with notes to Schedules for the year ended 31st March, 2025 forms part of this Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark.

B. SECRETARIAL AUDITORS:

In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Neeraj Gupta & Associates, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the Company for the financial year 2024-25. The Report of the Secretarial Audit Report is annexed herewith as Annexure-II.

In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the Almondz Global Securities Limited (AGSL) material subsidiary of the Company for the financial year 2024-25. The Report of the Secretarial Audit Report is annexed herewith as Annexure-III.

In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co, Company Secretaries, in Wholetime Practice, as the Secretarial Auditors of the Anemone Holdings Private Limited, material subsidiary of the Company for the financial year 2024-25. The Report of the Secretarial Audit Report is annexed herewith as Annexure-IV

In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co,

Company Secretaries, in Wholetime Practice, as the Secretarial Auditors of the Almondz Finanz Limited, material subsidiary of the Company for the financial year 2024-25. The Report of the Secretarial Audit Report is annexed herewith as Annexure-V

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

24. MAINTENANCE OF COST RECORDS

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

25. REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

26. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your company as it is not a manufacturing Company.

However, your Company has been increasingly using information technology in its operations and promotes conservation of resources.

There was no foreign exchange inflow or Outflow during the year under review.

27. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are provided in Annexure -VI.

28. CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

29. GROUP COMING WITHIN THE DEFINITION OF GROUPS

DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (54 of 1969)

The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969): Mr. Navjeet Singh Sobti Navjeet Singh Sobti HUF

Mrs. Gurpreet Sobti

Innovative Money Matters Private Limited Almondz Global Securities Limited Rakam Infrastructures Private Limited Mr. Shlok Singh Sobti Mr. Shabad Singh Sobti

Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND

PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

31. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with section 134(3)(a) of the Act read with Rules framed thereunder, the draft Annual Return as on March 31, 2025, is available on the Company s website and can be accessed through the following link www.avonmorecapital.in

32. CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the Financial Year 2024-25 with related parties were incompliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year 2024-25, as envisaged in Regulation 23(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All related party transactions that were entered during the Financial Year ended March 31, 2025 were on an arm???s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

Further pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has also obtained the prior approval of the shareholders for the material related party transactions entered into by the Company and its subsidiaries.

The details of material related party transaction entered into by the Company during the Financial Year 2024-25 are enumerated in Form AOC-2 as annexed in Annexure – VII under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of The Companies (Accounts) Rules, 2014. In addition to above, the disclosure of transactions with related party for the year, as per Indian Accounting Standard-24 (IND AS-24), Related Party Disclosures is given in Note No. 41 of the Notes to the Standalone Financial Statements section of the Annual Report.

The Company has in place, a Board approved Policy on Materiality and Dealing with Related Party Transactions, which is available on the website of the Company at: www.avonmorecapital.in

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Due to its low average profitability, the CSR is not applicable on the Company for the period under review, the Board of Directors has constituted a Corporate Social Responsibility Committee to undertake and supervise the CSR Activities of the Company.

During the year under report, no meeting of the Committee was held.

Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been amended substantially with effect from 22 January 2021.

In line with the said amendments, the Board of directors has amended the existing policy. The policy including the composition of the CSR committee is uploaded on the Company s website www.avonmorecapital.in

34. PARTCULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER

SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans given, Investments made, guarantees given and securities provided to other Bodies Corporate or persons as covered under the provisions of Section 186 of the Act are given in the Standalone Financial Statements.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there are no significant or material orders passed by any regulator, court or tribunal impacting the going concern status and Company s operations in future.

Except that the Registered Office of the Company has been shifted from New Delhi to Maharashtra, Mumbai, India w.e.f. 17^th January, 2024.

Except that, the Board of Directors of Avonmore Capital

& Management Services Limited ("Company") at its meeting held today, i.e. 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.

36. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation (same is covered under the Nomination and Remuneration Policy of the Company) of its own performance, of various mandatory Committees of the Board and of the individual Directors.

Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/P/2017/004) dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same and in terms of Board approved Nomination & Remuneration Policy of the Company, the Independent Directors in their separate meeting held on May 30, 2025 under Regulation 25(4) of the Listing Regulations and Schedule IV of the Companies Act, 2013 had:

(i) reviewed the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of executive and non-executive Directors; and (iii) assessed the quality, quantity and timelines of flow of information between the Company management and the Board of Directors that was necessary for the Board of Directors to effectively and reasonably perform their duties.

Further, in terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the Listing Regulations and Section 178 of the Companies Act, 2013, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee in its meeting held on May 30, 2025.

Further, in terms of Regulation 17(10) of the Listing Regulations and Schedule IV of the Companies Act, 2013, the Board of Directors also in their meeting held on May 30, 2025 carried out the performance evaluation of its own performance and that of its Committees and of the individual Directors.

The entire performance evaluation process was completed to the satisfaction of Board.

37. HUMAN RESOURCES

The Company believes that the quality of employees is the key to its success. In view of this, it is committed to equip them with skills, enabling them to evolve with technological advancements Considering the health and safety of employees and advisories, orders and directions issued by State and Central Governments to restrict the novel coronavirus, the Company implemented a work from home policy to ensure employee safety.

38. STATEMENT CONCERNING DEVELOPMENT AND

IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board through appropriate structures that are in place at your Company, including suitable reporting mechanisms.

39. POLICY ON INSIDER TRADING

Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed the Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The Code is available on the website of the Company at www.avonmorecapital.in

40. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its

Directors and employees to report their genuine concerns or grievances, actual or suspected fraud or violation of the Codes of Conduct or policy. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use such mechanism. It also provides direct access to the Chairman of the Audit Committee. The said policy is placed on Company s website at www.avonmorecapital.in.

41. NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors have adopted a Policy on Directors appointment and remuneration, including the criteria for determining qualification positive attributes independence of a Director and other matters. The Remuneration policy for directors, Key Managerial Personnel, Senior Management and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration policy aims to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

The said policy is uploaded on the website of the Company at www.avonmorecapital.in.

42. INFORMATION REQUIRED UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

A policy on Prevention of Sexual Harassment of Women on working place and the scope of which cover the whole group has been formulated and implemented. An Internal Complaints Committee has been constituted to redress the complaints regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year: a. Number of complaints pending at the beginning of the year: Nil b. Number of complaints received during the year: Nil c. Number of complaints disposed off during the year: Nil d. Number of cases pending for more than ninety days: Nil.

43 . 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.

44. INTERNAL CONTROL SYSTEMS

Your Company internal control systems are designed to ensure operational efficiency, accuracy and promptness in financial reporting and compliance with Laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls. Your Company internal control system is commensurate with its size, nature and operations.

45. DISCLOSURES UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

Your Company has filed neither any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the reporting year and as on the date of this report, hence no disclosure is required under this section.

46. DETAILS OF DIFFERENCE BETWEEN THE 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 ALONG WITH THE REASONS THEREOF

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

47. 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.

48. DISCLOSURE

As per the SEBI (LODR) 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 programme of the Independent Directors are available on the website of the Company www.avonmorecapital.in Policy for determining material subsidiaries of the Company is available on the website of the Company www.avonmorecapital.in. Policy on dealing with related party transactions is available on the website of the Company www.avonmorecapital.in 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 SEBI (LODR) Regulations.

49. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. The Board of Directors also wish to place on record their appreciation for the commitment displayed by all the employees for their commitment, commendable efforts, team work and professionalism, in the performance of the Company during the year.

For and on behalf of the Board of Directors
For Avonmore Capital & Management Services Limited
Ashok Kumar Gupta	Govind Prasad Agrawal
Managing Director	Director
DIN: 02590928	DIN: 00008429
Place: New Delhi
Date: August 30, 2025