Directors Report of Almondz Global Securities Ltd.

Mar 31, 2025

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

(Rs. In Lakhs)

1. Financial Performance

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

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 Company''s affairs:

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

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

2. Dividend

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

3. Transfer to Reserves

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

4. Information on State of Affairs of the Company

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

5. Human resources

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

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

6. Material changes and commitments

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

7. Scheme of Arrangement

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

8. Internal Financial controls

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

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

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

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

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

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

9. Deposits

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

10. Split of Equity shares

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

11. Share capital

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

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

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

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

13. Employees Stock option Plan

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

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

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

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

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

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

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

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

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

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

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

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

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

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

14. Listing

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

15. Extract of Annual Return

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

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

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

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

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

17. Board of Directors Composition

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

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

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

Directors seeking appointment / re-appointment

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

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

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

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

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

Appointment/Cessation

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

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

Number of meetings of the Board

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

18. Disclosure on Audit committee

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

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

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

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

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

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

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

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

20. Vigil Mechanism/Whistle Blower Policy

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

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

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

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

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

22. Code of Conduct for Directors & Senior Management

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

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

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

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

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

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

responsible leadership, and long-term stakeholder confidence.

23. Nomination & Remuneration Committee & Policy

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

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

24. Policy Relating to Directors'' Appointment

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

25. Key managerial Personnel

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

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

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

Mr. Rajeev Kumar: Chief Financial Officer

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

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

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

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

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

27. Risk management

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

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

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

28. Secretarial Auditor & Secretarial Audit report

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

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

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

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

29. Corporate Social Responsibility

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

30. Details of Subsidiary/Joint Ventures/Associate companies

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

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

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

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

B. Almondz Financial Services Limited (Wholly owned
Subsidiary)

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

SEBI registered Merchant Banker (SEBI Registration No.

INM000012971)

SEBI registered Research Analyst (SEBI Registration No.

INH000012467)

SEBI registered Portfolio Manager (SEBI Registration No.

INP000008589)

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

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

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

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

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

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

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

H. Almondz Commodities Private Limited (Wholly owned
Subsidiary)

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

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

I. Skiffle Advisory Services Limited (Wholly owned Subsidiary)

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

J. Almondz Insolvency Resolutions Services Private Limited
(Associate)

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

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

31. Secretarial Standards

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

32. Statutory Auditors

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

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

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

33. Corporate Governance

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

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

34. Consolidated Financial Results

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

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

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

35. Cash Flow Statement

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

36. Management Discussion and Analysis Statement

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

37. Policy on insider trading

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

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

38. Directors'' Responsibility Statement

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

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

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

knowledge and ability, confirm that: -

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

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

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

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

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

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

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

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

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

40. Familiarization Programme for Independent Directors

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

41. Disclosure

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

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

42. Declaration by independent Directors

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

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

43. Particulars of Loans, Guarantees or Investments

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

44. Credit rating

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

45. Maintenance of cost records

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

46. Compliance With The Maternity Benefit Act, 1961

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

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

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

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

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

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

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

49. Acknowledgements

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

For and on behalf of the board of directors

Manoj Kumar Arora Ajay Pratap

Managing Director Director Legal -Corporate

Affairs & Company Secretary

Date: August 30, 2025

Place: New Delhi

---

Mar 31, 2024

Your Directors are pleased to present the 30^th 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, 2024.

Financial Performance

The summarised financial performances for the Financial Year ended March 31, 2024 are as under:

(Rs Tn Lakhs)

Particulars	2023-24		2022-23
	Standalone	Consolidated	Standalone	Consolidated
Total Income	3726.63	12016.8	2952.94	7952.76
Profit before Finance cost and Depreciation	808.47	2670.31	744.15	2457.6
Less: Finance cost	92.27	366.92	229.79	470.76
Profit before Depreciation	716.20	2303.39	514.36	1986.84
Less: Depreciation	124.33	346.07	113.77	210.83
Profit before Exceptional Items	591.87	1957.32	400.59	1776.01
Exceptional Item	1,575.00	1,575.00	-	-
Profit before Tax	2166.87	3532.32	400.59	1776.01
Less: Current Tax	60.89	181.74	104.53	182.08
Income Tax for earlier years	2.20	8.14	-16.89	-3.08
Deferred Tax	-8.71	-16.42	-9.01	-19.28
Profit after Tax	2112.49	3358.86	321.96	1,577.73
Other comprehensive Income	-1.23	65.85	5.45	1.85
Total Comprehensive Income	2.111.26	3424.71	327.41	1,579.58

Financial Highlights of Subsidiaries and Associates

Particulars	2023-24
	Total Income	Total Expenses	Profit/(Loss) for the year
Premier Alcobev Private Limited	34,160.00	32,417.00	1,743.00
Almondz Global-Infra Consultant Limited	7,337.23	6,847.78	489.45
Almondz Finanz Limited till 31 Dec 2023	412.35	284.78	127.57
Skiffle Healthcare Services Limited	143.66	180.01	-36.35
Almondz Financial Services Limited	797.84	794.46	3.38
North Square Projects Private Limited	81.65	42.91	38.74

Performance review and the state of Company''s affairs:

Your Company has prepared the Financial Statements for the financial year ended March 31, 2024 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 standalone basis is Rs. 3726.63 lakhs as compared to Rs. 2952.94 lakhs for the previous financial year 2022-2023. Profit before tax (PBT) was Rs. 2166.87 Lakhs as compared Rs. 400.59 Lakhs in the previous financial year 2022-2023. The Company''s consolidated total income for the year 202324 was Rs. 12016.8 Lakhs as compared to Rs. 7952.76 Lakhs in the previous year FY 2022-23. Profit before tax (PBT) was Rs. 3532.32Lakhs as compared to Rs. 1776.01 Lakhs in the previous financial year 2022-2023.

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 turned it focus to upgrade its existing technology infrastructure. The upgrades include: (a) digitization of the business operations; (b) offering products and services through a platform in digitized form with high-end servers considering the increased volumes. The Company has launched its App and started providing web trading and reporting.

2. Dividend

Your Directors do not recommend payment of dividend.

3. Reserves

The company has not proposed to transfer any amount to the general reserve

4. Information on State of Affairs of the Company

Detailed information regarding our segmental operations and financial performance can be found in the Management Discussion and Analysis Report. This report is 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 report provides comprehensive insights into our business segments, financial results, and strategic initiatives, offering stakeholders a clear and thorough understanding of our operational dynamics and financial health.

5. Human resources

As a service-oriented company, we understand that our success is intrinsically tied to the caliber of our team. As of March 31, 2024, we proudly employ 297 dedicated permanent staff members, not including staff in subsidiaries and associates, our trainees, casual workers, and contract personnel. We place immense value on our workforce and are committed to their continuous development. We aim to enhance our employees'' skills, nurture their professional growth, and ensure they are equipped with the latest industry knowledge. This dedication to fostering a culture of excellence enables us to consistently deliver outstanding service to our clients,

securing our position as a leader in the industry.

6. Material changes and commitments

There have been no significant changes or commitments that would impact on the financial position of the Company between the end of the financial year and the date of this Report. This stability reflects our continued adherence to sound financial practices and our commitment to maintaining a strong and resilient financial position.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

During the year under review, no significant or material orders were issued by regulators, courts, or tribunals that could potentially affect the Company''s status as a going concern or its future operations. This absence of adverse orders underscores the stability and resilience of our operational and regulatory standing, reinforcing our ongoing commitment to sound governance and sustainable growth.

8. Internal Financial controls

The Company has established a robust and comprehensive system of internal controls tailored to its size and nature of business. These controls are designed to provide reasonable assurance regarding the accuracy of financial and operational information, compliance with applicable laws and regulations, protection of the Company''s assets, and adherence to corporate policies.

The framework and authority of our Internal Audit function are clearly outlined in the Internal Audit Charter, which has been duly approved by the Audit Committee. Our dedicated Internal Audit team possesses expertise and capabilities that align with the complexity and scale of the Company''s operations. The team conducts thorough audits and presents detailed reports to the Audit Committee of the Board. These reports are meticulously reviewed and endorsed by the Committee. The Audit Committee also periodically evaluates the performance of the internal audit function to ensure its effectiveness and alignment with the Company''s objectives.

Throughout the year, the Audit Committee held regular meetings to review the internal audit reports, discussing all significant observations and the corresponding follow-up actions. This diligent process ensures that any issues identified are addressed promptly and effectively. Additionally, the Board of Directors and the Audit Committee continuously monitor adherence to internal control systems, the findings of internal audits, and compliance with legal and regulatory requirements.

The Audit Committee is responsible for reviewing the Company''s quarterly and annual financial results, recommending them to the Board for approval. This oversight is crucial for maintaining the integrity and transparency of our financial reporting.

Our statutory auditors, M/s. Mohan Gupta & Co., Chartered Accountants, have conducted an audit of the financial statements included in this Annual Report. Their audit encompassed a review of the internal controls over financial reporting, as defined under Section 143 of the Companies Act, 2013. Their report affirms the effectiveness of the Company''s internal control systems and reinforces our commitment to maintaining high standards of financial integrity and governance.

9. Deposits

During the year, your Company has not accepted or renewed any public deposits within the meaning of Section 73 of the Companies Act, 2013, read in conjunction with the Companies

(Acceptance of Deposits) Rules, 2014. This decision underscores our commitment to adhering to regulatory standards and maintaining the highest levels of financial integrity and transparency. By avoiding reliance on public deposits, we ensure a robust and stable financial foundation, aligning with our long-term strategic goals and safeguarding the interests of our stakeholders.

10. Share capital

As of March 31, 2024, the Company’s issued, subscribed and paid-up share capital stood at Rs.16,08,59,802 comprising Rs. 2,68,09,967 equity shares with a nominal value of Rs. 6 each. During the reporting period, the paid-up share capital increased from ^ 16,08,59,802 to ^166107582. This increase was attributed to the issuance of 874630 additional equity shares to employees, as part of the Employee Stock Option Scheme-2007.

11. Particulars of remuneration of Directors/KMP/ employees

In accordance with Section 197(12) of the Companies Act,

2013, and the stipulations outlined in Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, we have included a detailed statement in ''Annexure I'' of this report. This annexure provides a comprehensive overview of the relevant information as prescribed by the aforementioned regulations.

12. Employees Stock option Plan

To foster a culture of employee ownership and share the value created by our dedicated workforce, your Company introduced the "Almondz Global Securities Employees Stock Option Scheme 2007" (referred to as "the Scheme" or "ESOS 2007"). This initiative was designed to grant, offer, and issue up to 4,500,000 stock options or 15% of the Company’s paid-up share capital, whichever is lower, in one or more tranches. The Scheme received approval from the shareholders on March 4, 2008, through a Postal Ballot.

Subsequently, the Scheme was amended to enhance its scope. On April 13, 2010, a Special Resolution was passed by the shareholders via postal ballot, increasing the limit of options under the Scheme from 4,500,000 or 15% of the paid-up share capital, whichever is lower, to 15,000,000 or 50% of the paid-up share capital, whichever is lower.

During the year under review, has granted 2,50,000 options under series "J" to eligible employees of the company/its subsidiary company. However, 15,000 options lapsed, while 364993 options vested. As of March 31, 2024, the total exercisable options stood at 3639993. For a comprehensive overview of the options issued under ESOS 2007, including disclosures required under Clause 12 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, please refer to Annexure II of this Report.

It is noteworthy that none of the management employees were granted options exceeding 5% of the total options issued during the year ended March 31, 2024. Furthermore, any issuance of stock options during the reporting period that equalled or exceeded 1% of the issued capital (excluding outstanding warrants and conversions) was subject to approval by the members through special resolutions.

This Scheme reflects our commitment to recognizing and rewarding our employees, aligning their interests with the longterm success of the Company and fostering a sense of ownership and dedication.

13. Listing

The shares of your Company are listed at BSE Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2024-25 have been paid.

14. Extract of Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act 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, 2024, is available on the Company''s website and can be accessed at www.almondzglobal. com.

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

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

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

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

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

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

16. Board of Directors Composition

The Board of Directors of your Company is duly constituted in full compliance with the provisions of the Companies Act, the Listing Regulations, and the Articles of Association of the Company. Our Board exemplifies a well-balanced composition, reflecting a rich blend of diversity, wisdom, expertise, and experience that is appropriately aligned with the scale and complexity of the Company''s operations.

Our Board members bring a wealth of knowledge and varied perspectives, ensuring robust governance and strategic oversight. This diverse composition enables us to navigate challenges effectively, drive innovation, and make informed decisions that align with the Company''s objectives and long-term goals.

By integrating a broad spectrum of skills and backgrounds, our Board is well-equipped to address the dynamic business environment, uphold the highest standards of corporate governance, and contribute to the sustainable growth and success of the Company. This strategic assembly of talent underscores our commitment to excellence and reinforces our dedication to maintaining a strong, capable, and forward-thinking leadership team.

Directors seeking appointment / re-appointment

In accordance with Section 152 of the Companies Act and the Articles of Association of the Company, it is hereby announced that Ms. Neelu Jain will retire by rotation at the forthcoming Annual General Meeting (AGM). Demonstrating her commitment and dedication to the Company, Ms. Jain, being eligible for reappointment, has graciously offered herself for re-appointment.

The Nomination and Remuneration Committee (NRC), after thorough evaluation and consideration of Ms. Jain''s significant contributions and performance, has put forth its recommendation for her re-appointment. Consequently, the Board of Directors has unanimously endorsed this recommendation and now seeks the approval of the esteemed Members of the Company for her reappointment.

Ms. Neelu Jain has been an invaluable asset to our organization, consistently exhibiting exceptional leadership and strategic insight. Her expertise and experience have played a pivotal role in the Company''s growth and success. Members are invited to review her detailed profile, which is included in the Notice of the AGM, to gain a comprehensive understanding of her professional journey and achievements.

The Board looks forward to Ms. Jain''s continued guidance and is confident that her re-appointment will greatly benefit the Company.

Appointment/Cessation

Mr. Manoj Kumar Arora has been appointed as Whole time Director of the Company for 5 years w.e.f. 25 April, 2024. He has been promoted to the Position of Managing Director w.e.f., August 12 2024.

Mr. Rajkumar Khanna, has been appointed as an Additional Director in the capacity of Independent Director with effect from August 12, 2024 for a term of five consecutive years subject to the approval of members at the ensuing Annual General Meeting

Mr. Surinder Singh Kohli, has been appointed as an Additional Director in the capacity of Independent Director with effect from August 12, 2024 for a term of five consecutive years subject to the approval of members at the ensuing Annual General Meeting

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

Mr. Jagdeep Singh, Wholetime Director of the Company ceased to be a Director of the Company due to his demise on February 28^th 2024 after bravely battling a prolonged illness. Mr. Jagdeep Singh''s association with the organization spans back to its inception. His profound intellect, coupled with an astute understanding of the business landscape, made him an invaluable asset to our company He played a pivotal role in shaping our trajectory, particularly in the realms of stock broking and financial markets. Additionally, his keen insights and dedicated involvement in our infrastructure advisory endeavors significantly enriched our strategic initiatives. Beyond his professional prowess, Mr Singh''s infectious humor and unwavering kindness endeared him to all who had the privilege of knowing him. His presence radiated warmth and his guidance

was sought by colleagues at every level of the organization. The magnitude of Mr. Jagdeep Singh''s contributions to the organisation cannot be overstated. His absence leaves a void that will be deeply felt, and his legacy will forever be etched in our collective memory.

Further, Mr. Krishan Lal Khetarpaul ceases to be Independent Director of the Company with effect from September 28, 2024 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. Krishan Lal Khetarpaul as Independent Director of the Company.

Mr. Navjeet Singh Sobti has stepped down from the position of Managing Director w.e.f., August 12, 2024. Although he has resigned from his current positions, he is committed to continuing his service to the Company in the capacity of Senior Executive Director (Non-Board), where he look forward to contributing to the ongoing success and growth of the organization.

Declaration by Independent Directors

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

Number of meetings of the Board

During the Financial Year 2023-24, 5 (Five) number of Board meetings were held. For details thereof kindly refer to the section ''Board of Directors in the Corporate Governance Report.

17. Disclosure on Audit committee

The Audit Committee as on March 31, 2024 comprised three Non-Executive Independent Directors as under:

Mr. Ajay Kumar (Chairman), Mr. Krishan Lall Khetarpaul, Mr. Satish Chandra Sinha. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

*Mr. Rajkumar Khanna has been included in the Audit Committee w,e.f September 20^th 2024.

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

The Company upholds a strict policy of zero tolerance for sexual harassment in the workplace, reflecting our unwavering commitment to fostering a respectful and safe working environment for all employees. To this end, we have implemented a comprehensive policy on the prevention, prohibition, and redressal of sexual harassment, fully aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the corresponding rules framed thereunder. Our Policy is meticulously designed to safeguard employees, providing a clear framework for the protection against, and the prevention and redressal of, complaints of sexual harassment. The primary objective is to create and maintain a secure and supportive workplace where employees feel protected and valued. This commitment extends to all aspects of workplace interactions, ensuring that any matters connected or incidental to sexual harassment are addressed with utmost seriousness and integrity.

To effectively implement this policy, the Company has established an Internal Complaints Committee (ICC). This dedicated committee is entrusted with the responsibility of inquiring into complaints of sexual harassment, ensuring a fair, unbiased, and confidential investigation process. The ICC is empowered to recommend appropriate actions based

on their findings, reinforcing our commitment to justice and accountability.

During the year under review, the Company received one complaint that was initially believed to pertain to sexual harassment. However, after a thorough and diligent investigation by the ICC, it was concluded that the complaint was not related to sexual harassment. It is important to note that as of the end of the financial year, there are no complaints pending in this regard. This proactive approach underscores our dedication to upholding the highest standards of workplace safety and respect. We remain committed to continuous monitoring and improvement of our policies and practices to ensure that every employee feels secure and supported in their professional environment. Our goal is to cultivate a workplace culture that is not only compliant with legal standards but also exemplifies our core values of respect, dignity, and inclusivity.

19. Vigil Mechanism/Whistle Blower Policy

Your Company has established a Vigil Mechanism and formulated a comprehensive Whistle Blower Policy to provide a responsible and secure framework for whistleblowing. This policy is a testament to our commitment to fostering transparency, accountability, and ethical conduct within the organization. It offers a clear and secure avenue for Employees and Directors to voice their concerns about any unethical behavior, actual or suspected fraud, or violations of the company’s code of conduct. The Whistle Blower Policy empowers the Audit Committee of the Board of Directors to thoroughly investigate the concerns raised by employees, ensuring that all disclosures are handled with the utmost confidentiality and seriousness. This policy is designed to protect whistleblowers from any form of retaliation, thereby encouraging a culture of openness and trust. All Directors and Employees of the Company are eligible to make protected disclosures under this policy.

We affirm that no employee of the Company was denied access to the Audit Committee, highlighting our dedication to an open-door policy and the fair treatment of all employees. This assurance underscores our commitment to addressing all concerns promptly and effectively. For more details on the establishment of the vigil mechanism, stakeholders are encouraged to visit the Company’s website at www. almondzglobal.com. Here, comprehensive information about the policy and its implementation can be accessed, reflecting our commitment to transparency and stakeholder engagement. In conclusion, the Vigil Mechanism and Whistle Blower Policy are integral to our corporate governance framework, ensuring that the highest standards of ethical conduct are upheld across the organization. Through these measures, we continue to foster an environment where integrity and accountability are paramount, and where every stakeholder feels secure and empowered to report any misconduct without fear.

20. 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 nonIndependent Directors and the Chairman.

21. Code of Conduct for Directors & Senior Management

The Board has adopted a comprehensive Code of Conduct for Directors and Senior Management, aligning with the provisions of the Companies Act, 2013, and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. This Code of Conduct serves as a guiding framework to ensure the highest standards of ethical behaviour, integrity, and accountability are upheld by our leadership. The Code is designed to encompass a wide range of principles and standards that Directors and Senior Management must adhere to. It also specifically incorporates the duties and responsibilities of Independent Directors, ensuring that their conduct aligns with the statutory requirements and the Company''s values. This includes maintaining independence in judgment and decisionmaking, upholding confidentiality, and avoiding conflicts of interest. All Board Members and Senior Management Personnel have formally confirmed their compliance with this Code, underscoring their commitment to maintaining the ethical standards that are essential to the Company''s reputation and success. Their adherence to the Code ensures a consistent and unified approach to governance across all levels of leadership.

A declaration affirming this compliance, signed by the Managing Director, is included in the Corporate Governance Report. This declaration is a testament to the unwavering commitment of our leadership to the principles outlined in the Code of Conduct.

To ensure transparency and accessibility, a copy of the Code has been made available on the Company''s website. Stakeholders are encouraged to review this document to understand the ethical framework within which our Directors and Senior Management operate. The availability of the Code online reflects our dedication to transparency and our proactive approach to corporate governance.

The adoption and strict adherence to the Code of Conduct for Directors and Senior Management is a cornerstone of our governance framework.

22. Nomination & Remuneration Committee & Policy

The Board of Directors of your Company has constituted the Nomination & Remuneration Committee to ensure a structured and transparent process for the selection and appointment of Directors, Key Managerial Personnel (KMP), senior management, and other employees. Acting on the recommendations of this esteemed Committee, the Board has meticulously framed and adopted a comprehensive policy to guide these critical appointments and determine their remuneration. To promote transparency and accessibility, the contents of this policy have been disclosed on the Company''s website. Stakeholders are encouraged to review the policy at http://www.almondzglobal.com/pdf/nominationpolicy. pdf. This disclosure reflects our commitment to open governance and provides stakeholders with a clear understanding of the principles and processes guiding the selection, appointment, and remuneration of our key personnel.

23. Policy Relating To Directors'' Appointment

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

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

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

24. 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. Navjeet Singh Sobti: Managing Director ( upto 12 August 2024)

Mr. Rajeev Kumar: Chief Financial Officer

Mr. Ajay Pratap: Company Secretary & Sr. Vice President Corporate Affairs.

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

* Mr. Navjeet Singh Sobti has stepped down from the position of Managing Director w.e.f. 12th August 2024. Mr. Manoj Kumar Arora has been promoted to Managing Director from Wholetime Director w.e.f. 12th August 2024.

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

All related party transactions undertaken by the Company are executed on an arm''s length basis and are conducted in the ordinary course of business. This approach ensures full compliance with the applicable provisions of the Companies Act, 2013, and the SEBI Listing Regulations. We are pleased to report that there have been no significant related party transactions involving Promoters, Directors, or Key Managerial Personnel that could potentially conflict with the interests of the Company at large. Each related party transaction is reviewed and presented to the Audit Committee. When required, these transactions are also submitted to the Board for approval. For transactions that are foreseeable and repetitive in nature, omnibus approval is obtained from the Audit Committee. This pre-approval process streamlines operations while maintaining stringent oversight and compliance with regulatory requirements.

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

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

http://www.almondzglobal.com/pdf/Almondz_RPT_Policy.pdf. The establishment and implementation of this policy reflect our unwavering commitment to upholding the highest standards of corporate governance. By ensuring that all related party transactions are conducted ethically and transparently, we aim to protect the interests of the Company and its stakeholders, fostering an environment of trust and integrity.

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

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

26. Risk management

The Company is exposed to a variety of risks, both external and internal, which could potentially impact our operations, financial performance, and overall success. To address these challenges proactively, your Company has formulated a comprehensive Risk Management Policy. This policy provides an integrated and standardized approach to managing all aspects of risk to which the Company is exposed. The Risk Management Policy is designed to identify, assess, and mitigate risks in a structured and systematic manner. By implementing this policy, we aim to ensure that risks are managed within acceptable levels, thereby safeguarding the interests of the Company and its stakeholders.

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

27. 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 Ashu Gupta & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. This appointment ensures a comprehensive review of our compliance with statutory and regulatory requirements as well as adherence to good corporate governance practices. The Secretarial Audit Report for the Company is annexed herewith as “Annexure-IV”

In compliance with the same provisions and the Rules made thereunder the Board of Directors of Almondz Global InfraConsultant Limited (AGICL), material subsidiary of the Company, appointed M/s Ashu Gupta & Co., Practicing Company Secretaries, to conduct the Secretarial Audit of AGICL for the year ended 31st March 2024. 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 Ashu Gupta & Co., Practicing Company Secretaries, with the responsibility of conducting the Secretarial Audit for the year ended 31st March 2024. The thorough Secretarial Audit Report of North Square Projects Private Limited is attached herewith as "Annexure-VI.”

During the year under report, Almondz Finanz Limited (AFL), a material subsidiary of the Company ceased to be subsidiary of the Company w.e.f. 31 December, 2023.

It is noteworthy to mention that all the Secretarial Auditors'' Reports for the financial year 2023-24, as annexed, do not contain any qualification, reservation, or adverse remarks. This reflects the Company''s and its subsidiaries'' unwavering commitment to maintaining the highest standards of corporate governance and regulatory compliance.

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

28. 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.

29. Details of Subsidiary/Joint Ventures/Associate companies

The Company has five subsidiaries and two associate companies. During the year under report, Almondz Finanz Limited (AFL), a material subsidiary of the Company ceased to be subsidiary of the Company w.e.f. 31 December, 2023. The statement containing the summarized financial position of the subsidiary/Associates/Joint Ventures pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014, is contained in Form AOC-1 which form part of the Annual Report as Annexure-VII.

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

Almondz Global Infra-Consultant Limited (AGICL) is an ISO 9001: 2015 certified company. AGICL is a public limited company and wholly owned subsidiary of Almondz Global Securities Limited (AGSL). AGICL provides consultancy services in multiple infrastructure sectors especially in roads, bridges, highways and tunnels, smart cities, urban infrastructure, water and wastewater, tourism, railways and metro rail and geospatial services. AGICL has been providing services from concept to commissioning like project concept development, project structuring, transaction advisory, planning, designing, engineering, project management consultancy, supervision as well as independent engineers, safety audits and operation and maintenance services, which has helped AGICL to establish itself as high-tech engineering infra consultancy company.

B. Almondz Financial Services Limited (Wholly owned Subsidiary)

Almondz Financial Services Limited (AFSL) is a wholly owned subsidiary of AGSL and a financial services company which offers a broad range of financial products and services including investment banking, corporate advisory, valuation services, portfolio management services and research analyst to a varied

client base including corporate, institutional, high net worth individuals and retail clients. The company has the following registration Holding Company with SEBI:

SEBI registered Merchant Banker (SEBI Registration No.

INM000012971)

SEBI registered Research Analyst (SEBI Registration No.

INH000012467)

SEBI registered Portfolio Manager (SEBI Registration No.

INP000008589)

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

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

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

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

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

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

H. Almondz Commodities Private Limited (Wholly owned Subsidiary)

Almondz Commodities Private Limited (step-down subsidiary of the Company) Almondz Commodities Private Limited is a subsidiary of AGSL. The company was incorporated for commodity trading. At present there has been no activity in the company.

I. Skiffle Healthcare Services Limited (Wholly owned Subsidiary)

Skiffle Healthcare Services Limited (SHSL), 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

30. 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.

31. 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.

32. Corporate Governance

Your Company has complied with the stringent Corporate Governance requirements outlined under the Companies Act, 2013, as well as the provisions stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This steadfast adherence underscores our dedication to maintaining the highest standards of transparency, accountability, and ethical conduct.

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

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

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

33. Consolidated Financial Results

The Consolidated Financial Statements of the Company and its subsidiaries has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, form an integral part of this Annual Report. These statements, which include the financial performance and position of the Company and its subsidiaries, underscore our commitment to transparency and rigorous financial reporting. The consolidated financial results provide a comprehensive view of the operations and financial health of the Subsidiaries and Associate Companies. This

holistic approach ensures that stakeholders have a clear and detailed understanding of the Company''s overall performance and strategic direction. The annual accounts of the subsidiary companies and related detailed information are readily accessible on the Company''s website. Additionally, these documents can be obtained by reaching out to the Company Secretary at the registered email ID of the Company. This accessibility underscores our dedication to maintaining open and transparent communication with our stakeholders.

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

34. Cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2024 is annexed hereto.

35. Management Discussion and Analysis Statement

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

36. 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. This framework is designed to uphold the highest standards of integrity and transparency and is applicable to all Directors and Designated Employees of the Company.

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

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

37. Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.

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

Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

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

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

38. 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

39. 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.

40. Disclosure

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

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

41. 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.

42. 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.

43. 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 .

44. 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.

45. Material Changes and Commitments

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

46. 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.

47. Acknowledgements

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Regional Directors, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Company’s Bankers for the ongoing support extended by them. The Directors also place

on record their sincere appreciation for the continued support extended by the Company’s stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels, resulting in successful performance during the year under review.

For and on behalf of the board of directors

Navjeet Singh Sobti Manoj Kumar Arora

Managing Director Wholetime Director

Date: August 12, 2024 Place: New Delhi

---

Mar 31, 2023

The Directors are pleased to present the 29^th 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 31st March, 2023.

1. Financial Performance

The summarised financial performances for the Financial Year ended March 31,2023 are as under:

(Rs. In Lakhs)
Particulars	2022-23			2021-22
	Standalone	Consolidated		Standalone		Consolidated
Total Income	2952.94	7952.76		2865.01		7215.16
Profit before Finance cost and Depreciation	744.15	2457.6		521.27		2710.55
Less: Finance cost	229.79	470.76		53.83		468.03
Profit before Depreciation	514.36	1986.84		464.44		783.44
Less: Depreciation	113.77	210.83		95.56		228.43
Profit before Exceptional Items	400.59	1776.01		371.78		2014.09
Profit before Tax	400.59	1776.01		371.78		2014.09
Less: Current Tax	104.53	182.08		76.17		166.19
Income Tax for earlier years	(16.89)	(3.08)		(6.38)		(12.60)
Deferred Tax	(9.01)	(19.28)		17.36		6.30
Profit after Tax	321.96	1,577.73		284.63		1854.20
Other comprehensive Income	5.45	1.85		6.42		32.50
Total Comprehensive Income	327.41	1,579.58		291.05		1886.70
Financial Highlights of Subsidiaries and Associates (Rs. In Lakhs)
Particulars	2022-23
	Total income		Total Expenses		Profit/(Loss) for the year
Premier Alcobev Private Limited	27,209.96		24,044.50		2,464.34
Almondz Global-Infra Consultant Limited	4,015.31		3,867.80		106.57
Almondz Finanz Limited	376.09		252.77		123.32
Skiffle Healthcare Services Limited	197.27		333.72		(137.03)
Almondz Financial Services Limited	449.41		408.47		29.45
North Square Projects Private Limited	16.89		17.89		(1.00)
Almondz Commodities Private Limited	2.91		0.11		0.04

Performance review and the state of company’s affairs:

Your Company has prepared the Financial Statements for the financial year ended March 31, 2023 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 standalone basis is Rs. 2952.94 lakhs as compared to Rs. 2865.01 lakhs for the previous financial year 2021-2022. Profit before tax (PBT) was Rs. 400.59 Lakhs as compared Rs. 371.78 Lakhs in the previous financial year 2021-2022. The Company''s consolidated total income for the year 202223 was Rs. 7952.76 Lakhs as compared to Rs. 7215.16 Lakhs in the previous year FY 2021-22. Profit before tax (PBT) was Rs. 1776.01 Lakhs as compared to Rs. 2014.09 Lakhs in the previous financial year 2021-2022.

2. Dividend

Your Directors do not recommend payment of dividend.

3. Reserves

The company has not proposed to transfer any amount to the general reserve

4. Information on State of Affairs of the Company

Information of the segmental operations and financial performance are 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. Human resources

As a service Company, the Company''s operations are heavily dependent on qualified and competent personnel.

As on 31st March 2023, the total strength of the Company''s permanent employees stood at 123 excluding trainees, casual & contract staff. Your Company takes significant effort in training all employees at various levels.

6. 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.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

8. internal Financial controls

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports are places before the Audit Committee of the Board which reviews and approves the same. Audit Committee periodically reviews the performance of internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Auditors. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Company''s Board & Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to Board for its approval.

M/s. Mohan Gupta & Co. Chartered Accountants, the Statutory Auditors of the Company audited the financial statements included in this Annual Report and issued a report on the internal controls over financial reporting (as defined in Section 143 of the Companies Act, 2013).

9. Deposits

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

10. Share capital

The issued, subscribed and paid up share capital of the Company as on 31st March, 2023 was at 1553.10 lakhs divided into 25884967 Equity Shares of Rs. 6 each. During the period under report, the paid-up share capital of the Company increased from Rs. 155309802/- to

Rs. 160859802/-, consequent to the issue of 265000 and 660000 equity shares to employees upon exercise of stock options under Employee Stock Option Scheme-2007 of the Company.

11. Particulars of remuneration of Directors/KMP/ employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details as set out in the said rules is attached as ‘Annexure i’ which forms part of this report.

12. Employees Stock option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the “Almondz Global Securities Employees Stock Option Scheme 2007” (‘the Scheme” or “ESOS 2007”) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no new options were granted. 15000 options got lapsed. Further, 3900000 were vested during the year under Report. The exercisable option at the end of 31 March 2023 is 3900000. Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out in the Annexure ii to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2023. Employees has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant has been approved by the members as special resolutions.

13. Listing

The shares of your Company are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2023-24 have been paid.

14. Extract of Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act 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, 2023, is available on the Company''s website and can be accessed at www.almondzglobal.com.

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

A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable. The company ensures optimized and efficient energy management in all its offices, located across India. With the implementation of its digital initiatives the company has also substantially reduced its paper consumption. The company has always leveraged technological innovations to improve its operational efficiency to satisfy and retain its customer base. Keeping in line with SEBI guidelines, the company has been automating the customer on-boarding process. This will further enable the Company to reduce timeconsuming activities and the complexity of physical on-boarding of clients.

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

16. Board of Directors composition

Your Company''s Board is duly constituted and is in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

Directors seeking appointment / re-appointment

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Abdul Redha Mustafa Abdul Redha Sultan will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Based on the recommendation of the NRC, the Board recommends his re-appointment(s) for the approval of the Members of the Company. The brief profile of Mr. Abdul Redha Mustafa Abdul Redha Sultan is included in the Notice of the AGM of the Company.

Appointment/Cessation

Mr. Khalid Abdullah Salim Al Eisri, has been appointed as Additional Director of the Company under Section 161(1) of the Companies Act, 2013, effective May 26, 2023. In accordance with Regulation 17 (1C) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, The Company has already initiated the process of taking approval of the shareholders for appointment of Mr. Khalid Abdullah Salim Al Eisri as the regular Director of the Company who shall be liable to retire by rotation.

Mr. Sanjay Kumar Tiwari has resigned from the Board of Directors w.e.f., 17the May, 2023.

declaration by independent directors

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

Number of meetings of the board

During the Financial Year 2022-23, 5 (Five) number of Board meetings were held. For details thereof kindly refer to the section "Board of Directors in the Corporate Governance Report.

17. disclosure on Audit committee

The Audit Committee as on March 31, 2023 comprised three Non-Executive Independent Directors and one Non Executive Non Independent Director. As under:

Mr. Ajay Kumar (Chairman), Mr. Krishan Lall Khetarpaul, Mr. Satish Chandra Sinha and Mr. Sanjay Tiwari. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

*Mr. Sanjay Kumar Tiwari has resigned from the Board of Directors w.e.f., 17^th May, 2023.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. During the year under review, the Company received a complaint in this regard but that was found not related to sexual harassment. There is no complaint pending at the end of the financial year.

19. Vigil Mechanism/Whistle Blower Policy

Your Company has laid down a Vigil Mechanism and formulated a Whistle Blower Policy in order to provide a framework for responsible and secure whistle blowing mechanism. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees. All Directors and Employees of the Company are eligible to make protected disclosures under the Policy addressed to the Vigilance Officer of the Company in relation to matters concerning the Company. The company consistently educate stakeholders about the policy, ensuring a regular and systematic dissemination of information. We further affirm that, no employee of the Company was denied access to the Audit Committee.

The details of establishment of the vigil mechanism disclosed by the Company on its website www.almondzglobal.com.

20. 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.

21. Code of Conduct for Directors & Senior Management

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website

22. Nomination & Remuneration Committee & Policy

The Board of Directors of your Company has, Constituted the Nomination & Remuneration Committee and based on their recommendation framed and adopted a policy for selection and appointment of Directors, KMP, senior management and other employees and their remuneration. The contents of the policy are disclosed by the company on its http://www.almondzglobal.com/pdf/nominationpolicy. pdf

23. Policy relating To directors’ Appointment

The Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

24. 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. Navjeet Singh Sobti: Managing Director Mr. Rajeev Kumar: Chief Financial Officer

Mr. Ajay Pratap: Company Secretary & Sr. Vice President Corporate Affairs

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

All the related party transactions are entered on arm''s length basis and are in the ordinary course of business, in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no significant related

party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023 and hence does not form part of this report.

During the year 2022-23, pursuant to section 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015. The board has approved a policy for related party transactions which has been uploaded on the Company''s website at the following link http://www.almondzglobal. com/ pdf/Almondz RPT Policy.pdf

26. Risk management

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your company has formulated a Risk Management Policy to provide an integrated and standardized approach in managing all aspects of risk to which your Company is exposed. The Board of the Company monitors the Enterprise Risk Management Policy with participation from officers responsible for risk management and to take appropriate steps to ensure that these risks are at acceptable levels.

The major risks and concerns being faced by various business segments of the Company are discussed in report on Management Discussion and Analysis, forming part of this Report.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

27. Secretarial Auditor & Secretarial Audit report

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashu Gupta & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure-Ni.”

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors of Almondz Finanz Limited (AFL), material subsidiary of the Company, had appointed M/s Ashu Gupta & Co, Practicing Company Secretaries to undertake the Secretarial Audit of AFL for the year ended 31st March, 2023. The Secretarial Audit Report of AFL is given as “Annexure-iV

The Board of Directors of Almondz Global infraConsultant Limited (AGICL), another material subsidiary of the Company, had appointed M/s Neeraj Gupta & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of AGICL for the year ended 31st March, 2023. The Secretarial Audit Report of AGICL is given as “Annexure-V.

The Board of Directors of North Square Projects Private Limited, another material subsidiary of the Company, had appointed M/s Ashu Gupta & Co, Practicing Company Secretaries to undertake the Secretarial Audit of North Square Projects Private Limited for the year ended 31^st March, 2023. The Secretarial Audit Report of North Square Projects Private Limited is given as “Annexure-Vi.

All the Secretarial Auditors'' Report for the financial year 2022-23 as annexed does not contain any qualification, reservation or adverse remarks.

28. 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.

29. Details of Subsidiary/Joint Ventures/Associate companies

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

A. Almondz Global Infra-Consultant Limited (Wholly

owned Subsidiary)

Almondz Global Infra-Consultant Limited (AGICL) is an ISO 9001 : 2015 certified company, 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: http://www. almondzglobalinfra.com

B. Premier Alcobev Private limited (Joint Venture of Wholly owned Subsidiary)

PREMIER ALCOBEV PVT. LTD.(PAPL) 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 and the same will be operational by July 23. 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 current turnover of the company is over Rs. 270 Cr. and with further expansion at HP, the target is to achieve Rs. 530 Cr. by FY 23-24. The Ethanol Plant which was commissioned in early 2019 having current capacity of 30 KLPD has supplied 88 Lac Ltr of Ethanol in FY 2022-23 and has been supplying to all major Oil Marketing Companies. The company is committed to supply 3.27 Cr Ltr of Ethanol in ESY 2223 at a growth more than 3 times over last year. This growth will come from 200 KL plant being commissioned in HP. The Distillery has been operating at par with its installed capacity and developed supply base of ENA to players like DIAGEO, Allied Blenders & Distillers, Pernod Ricard and other liquor manufacturing units and also to Pharma industry including companies like ITC, Mankind, Dr. Morepen, Pontika, Diversey and many more. The company commands excellent reputation in the state due to its commitment towards various compliances and its contribution towards state revenue and local employment. 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: http://paplgroup.com/

C. 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

D. Skiffle Healthcare Services Limited (Wholly Owned Subsidiary)

Skiffle Healthcare Services Limited (SHSL), 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, Neuroophthalmology, Cornea, Retina, LASIK and Oculoplasty services. For more details, please visit Website: www. itekvisioncentre.com

E. Almondz Financial Services Limited (Wholly owned 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: http://www. almondzwealth.com

F. North Square Projects Private Limited (Wholly owned 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.

G. Almondz Commodities Private Limited (Wholly owned 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

Almondz Finanz Limited, North Square Projects Private Limited and Almondz Global Infra- Consultant Limited are material subsidiaries 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 has been uploaded on the Company''s website at http://www.almondzglobal.com/pdf/ policymaterial.pdf

H. 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.

30. 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.

31. 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 to hold office until the conclusion of the 33rd annual general meeting.

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

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

32. 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.

33. consolidated Financial results

The Consolidated Financial Statements of the Company and its subsidiaries, 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 subsidiary company 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 Subsidiaries and the Associate 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 https://www.almondzglobal. com.

34. Cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2023 is annexed hereto.

35. Management Discussion and Analysis Statement

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

36. Policy on insider trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company''s website www. almondzglobal. com

37. directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

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

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

38. 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

39. 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.

40. Disclosure

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

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

41. 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.

42. 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.

43. Credit rating

During the year, CARE has given credit rating of ‘CARE BBB- (Negative) for Total bank Loan Facility from Union and Axis Bank of Rs. 21.50 Crores for the Company.

44. 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.

45. material changes and commitments

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

46. 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.

47. Acknowledgements

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

---

Mar 31, 2018

To the Members of Almondz Global Securities Limited,

The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2018.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under:

(Rs. in Lakh)

Particulars	2017-18		2016-17
	Standalone	Consolidated	Standalone	Consolidated
Authorised share capital
Total Income	3996.53	7674.85	3381.99	5480.01
Total expenditure	3776.05	7187.80	3242.95	5514.86
Profit before Tax	219.85	487.14	137.17	(38.32)
Provision for Tax	(120.10)	17.84	(141.36)	8.08
Profit after Tax	231.86	469.30	151.31	(46.41)
Transfer to General Reserve	NIL	NIL	NIL	NIL
Profit available for appropriation	231.86	469.30	151.31	37.30
Balance Carried to Balance Sheet	231.86	633.28	151.31	37.30

2. Standalone & Consolidated Financials

For the year ended March 31, 2018, your Company earned a total income of Rs. 3996.53 Lakhs, as against previous year’s total income of Rs. 3381.99 Lakhs. As per the Consolidated Accounts, the total income is Rs. 7674.85 Lakhs, as against the previous year’s income of Rs. 5480.01 Lakhs. The Company has incurred a profit of Rs. 231.86 Lakhs in the current year as compared to a profit of Rs. 151.31 Lakhs in the previous year. As per the Consolidated Accounts, the net profit after minority interest and associate profit for the year is Rs. 633.28 Lakh as compared to profit of Rs. 37.30 Lakhs in 2016-17.

3. Dividend

In order to conserve resources and to strengthen the financial position of the Company to enable expansion of the Company, your Directors do not recommend payment of dividend.

4. Reserves

The Company proposes the total amount of Rs. 231.86 Lakhs available for appropriation to be retained in the profit and loss account.

5. Information on State of Affairs of the Company

Information of the segmental operations and financial performance are 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.

6. Human Resources

Human Resource is critical for ensuring that Almondz’s most valuable asset, its employees, is supported in driving key business objectives. Our policies and processes center around to attract, enable, empower and retain the best and the brightest talent, and build a multi-cultural workforce. Your company has generally enjoyed cordial relations with its employees. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. As on 31 March 2018, your Company has a diverse employee base with 190 employees all over India. This heterogeneous base is central to sustaining the Company’s competitive edge.

7. Material changes and commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

9. Internal Financial Controls

The Company has adequate internal financial controls with reference to Financial Statements.

10. Deposits

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

11. Share Capital

During the year under Report, the Company has not issued any share capital.

12. Particulars of remuneration of Directors/ KMP/ Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ‘Annexure IA’ which forms part of this report.

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 Personnel) Rules, 2014 is attached as ‘Annexure IB’ which forms part of this report.

13. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the “Almondz Global Securities Employees Stock Option Scheme 2007” (‘the Scheme” or “ESOS 2007”) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no options have been granted by the Company and 191333 options lapsed.

During the year under Report, no option were vested. The exercisable option at the end of 31 March 2018 is 153335. Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure II to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2018. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

14. Listing

The shares of your Company are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 201819 have been paid.

15. Extract of Annual Return

Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the annual Return is annexed to this report as Annexure - III.

16. Conservation of energy & technology absorption and Foreign exchange earnings and Outgo

A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

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

17. Directors

Mrs. Neelu Jain, Director, retire by rotation at the ensuing 24^th Annual General Meeting.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

18. Number of Meetings of the Board

During the Financial Year 2017-18, 6 (Six) number of Board meetings were held. For details thereof kindly refer to the section ‘Board of Directors- in the Corporate Governance Report.

19. Disclosure on Audit Committee

The Audit Committee as on March 31, 2018 comprised of the following Independent Directors:

Mr. Ajay Kumar (Chairman), Mr. Atul Kumar Shukla, Mr. Krishan Lalla Khetarpaul and Mr. Satish Chandra Sinha. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

20. Sexual Harassment

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The company did not receive any complaints to report in the Board’s report.

21. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism (Whistle.Blower) Policy for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Vigil Mechanism shall provide adequate safeguards against victimization of Director(s) / Employee(s), who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of establishment of the vigil mechanism disclosed by the Company on its website, www.almondzglobal.com.

22. Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board’s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director’s performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

The Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors. The Directors expressed their satisfaction with the evaluation process.

23. Nomination & Remuneration Committee & Policy

The Board of Directors of your Company has constituted the Nomination & Remuneration Committee and based on their recommendation framed and adopted a policy for selection and appointment of Directors, KMP and their remuneration. The contents of the policy are disclosed by the company on its website,www.almondzglobal.com.

24. 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. Navjeet Singh Sobti: Vice Chairman & Managing Director

Mr. Rajeev Kumar: Chief Financial Officer

Mr. Ajay Pratap: Company Secretary & Vice President Corporate Affairs

25. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were on an arm’s length basis.

There being no ‘material’ related party transactions as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard. During the year 2017-18, pursuant to section 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015. All RPTs were placed before Audit Committee for its prior/ omnibus approval. The Policy on RPTs as approved by Board is uploaded on the Company’s website.

26. Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

27. Secretarial Auditor & Secretarial Audit Report

The Board had appointed M/s Ashu Gupta & Co., Company Secretaries in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure - IV. The Secretarial Aduditors’ Report for the financial year 2017-18 does not contain any qualification, resevation or adverse remarks.

28. Corporate Social Responsibility

In terms of Companies Act, 2013, your company is to undertake Corporate Social Responsibility programme. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rule, 2014 is annexed as Annexure V of this Report.

29. Details of Subsidiary/Joint Ventures/Associate Companies

Almondz Global Securities Limited is holding Company for various companies engaged in different sector. Company is having seven subsidiaries and two associate companies. The details of Subsidiaries /Associates and Joint Venture are as under. The statement containing the summarised 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-VI.

a. Almondz Global Infra-Consultant Limited (Wholly Owned Subsidiary)

Almondz Global Infra - Consultant Limited (AGICL) is an ISO 9001:2015 certified Wholly Owned Subsidiary of Almondz Global Securities Limited (AGSL) which was set up on 12th December, 2013. AGICL is providing Technical Consultancy Services in various infrastructure sectors especially in Smart Cities, Urban Infrastructure, Roads, Bridges, Highways & Tunnels, Water & Waste Water, Tourism, Railways & Metro Rail, Ports & Inland Waterways & Airport. AGICL deep domain knowledge and understanding of various infrastructure sectors enables it to provide Transaction Advisory Services, Project Development Consultancy, Project Management Consultancy, Independent Engineers/ Independent Management Consultancy Services, Lenders Independent Engineers Services, Design Construction Supervision Services, Operation & Maintenance Services, Techno Economic Viability Study Services, project auditing and other allied services.

AGICL Competitive Advantage includes:

- Well Experienced and Qualified Team consist of Highway Professionals, Bridge Engineers, Safety Experts, CAs & Legal Experts

- Backed by Strong Research Team

- Strong Domain Expertise and Knowledge

- Established Network of Associates

- Developed Commercially Viable Models

- Providing Timely and Efficient Deliverables

- Innovative Solutions on PPP mode for Urban Projects

- In Depth Analysis of Commercially Viable Models of Project

- Delivering High Quality Work within Budgeted Time and Cost

- Well versed in Technical, Financial and Legal Aspects of Roads & Highways Sector.

- Empanelled with various Govt. Authorities

The Company AGICL Empanelment’s Across Sectors includes:

- Delhi Metro Rail Corporation (DMRC)

- Directorate of Institutional Finance, Finance-Department, Govt. of Madhya Pradesh (DIFMP)

- Gujarat Infrastructure Development Board (GIDB)

- Guwahati Metropolitan Development Authority (GMDA)

- IIFCL Projects Limited

- Madhya Pradesh Jal Nigam Maryadit

- Madhya Pradesh PWD - Structural Engineer

- National Highways Authority of India (NHAI)

- Orissa Mining Corporation (OMC)

- PFC Consulting Limited (PFCCL)

b. Premier Alcobev Private Limited (Joint Venture of Wholly Owned Subsidiary)

Almondz Global Securities Limited through its wholly owned subsidiary namely North Square Projects Private Limited has set up a Joint Venture (50:50) in the name of Premier Alcobev Private Limited (PAPL) on 25th May, 2007 and is carrying on the activity of distillery and bottling plant with a installed capacity of 45 KLPD and 10 lacs cases of bottling for manufacture and marketing of potable alcohol and country liquor in the designated territory of India and its current frontiers under the license from Govt. of Himachal Pradesh. The Joint Venture, PAPL stands on the pillars of world - class technology which works with, a hardworking team and stringent quality controls at every step to deliver the best of everything. These pillars together ensure to meet with the international standards for grain spirits and provide with the finest quality ENA which is made using broken rice, maize, bajra and jowar. The distillery is strategically located in Himachal Pradesh which is at close proximity from major cities and states like Delhi, Chandigarh, Punjab and Jammu & Kashmir. The Company currently producing Grain ENA, IMFL, High Protein DDGS, SDS and have its own brands for rum and whisky.

The production capacity of distilleries is 45,000 litres per day. The latest process and equipment for the production are adopted to produce alcohol as per standards and benchmarks set by all major buyers like USL, Seagram etc. It has eco friendly equipments like Air Scrubber Systems, Integrated evaporator for spent lease treatment and Decanter. The DDGS dryer as well as effluent treatment plant is for the effluent and waste water treatment to ensure complete recycling of treated water. The plant aims to generate its power requirement of 2 mw/day. The plant has an Ecofine Multi- Pressure Distillation system and MPR system to meet high quality ENA norms and for efficient energy utilization. The technology and processes used have a zero discharge of effluents which enables us to meet the standards set by the Ministry of Environment and Forest Guidelines.

The distillery is set up with the founding Principals of minimum down time, ease of operation, optimisation of resources without any breakdowns. Spread over 10 acres in the green arms of Himachal Pradesh, the distillery has a production capacity of 45,000 litres per day. The plant has been supplied by PRAJ INDIST based on their latest technology ecosmart grain and high fermentation process. The bottling plant is automated right from washing of bottles to filling of liquor so as to prevent any contamination of bottles due to human intervention.

The plant has most modern technology in the country and makes use of the latest process and equipments for the production. The technology and processes used have a zero discharge of effluents which enables us to meet the standards set by the Ministry of Environment and Forest Guidelines. The technology and processes used has a zero discharge of effluents which enables us to meet the standards set by the Ministry of Environment and Forest Guidelines. The plant has a MPR system to meet high quality ENA norms and to achieve efficient energy utilization.

The major customers of ENA are as under:

1. Pernod- Ricard India Pvt. Ltd. (Seagram)

2. United Spirits Ltd. (USL)

3. Allied Blenders and Distillers Pvt. Ltd (ABD)

4. HPGIC

c. Almondz Finanz Limited (Wholly Owned Subsidiary)

Almondz Finanz Limited was incorporated on 12^th May 2006 as a Public Limited Company to take up the business of NonBanking Finance Company (NBFC) as a wholly owned subsidiary of Almondz Global Securities Limited. The Company is registered as a Non-Banking Finance Company with the Reserve Bank of India.

d. Skiffle Healthcare Services Limited( Wholly Owned Subsidiary)

Skiffle Healthcare Services Limited was established in 14^th December, 2012, with the aim of providing best quality, personalized and affordable eye care service to everyone. The Company is 100% subsidiary of Almondz Global Securities Limited. The Company provides sophisticated diagnostic and treatment procedure across all the spectrum of eye disorders like:

- Cornea

- Retina

- Glaucoma

- Paediatric Ophthalmology

- Neuro Ophthalmology

- Oculoplasty

- Lasik

Every specialty department is well equipped with latest technologies for accurate & early diagnosis for quality treatment. The Company is committed to the achievement and maintenance of excellence in Eye care, Research and Education for the benefit of humanity. The Company presently operates 4 centres at different locations in and around Delhi i.e., Sonepat (Haryana), Ghaziabad, Noida and Shahdara

e. Almondz Insolvency Resolutions Services Private Limited (Associate)

Almondz Insolvency Resolution Professional Limited is a brain child of Almondz Global Securities Limited and promoted by it on 4^th October, 2017 with three Insolvency Professionals. Almondz global Securities Limited holds 33% shares in the Company. The Company is registered with Insolvency & Bankruptcy Board of India (IBBI) as IPE vide registration No. IBBI/IPE/0049.

The Company with three IPs as whole time directors having combined experience of over 110 years in Industry/financial and Banking Sector is headed by Ex. Executive Director of Oriental Bank of Commerce. Other directors are from different fields of industry with experience ranging from 15-40 years each handling various activities which include Credit Appraisal, Debt Syndication, Debt Restructuring, Stressed Assets management, Business management and Company Due Diligence.

The Advisory Board of the Company consists of experts from Financial sector/Industry including Ex. MD of PSU Bank/ SAIL/Leading financial group. The Company has excellent infrastructure for smooth execution of assignments with strong team of back office staff including CAs/CSs and association with leading CA/CS/Legal firms IPs of entity empaneled with SBI, BoB, OBC & IoB have experience of handling CIRP matters as IRP and preparation of Resolution Plan on behalf of Resolution Applicants.

f. Almondz Wealth Advisors Limited (Wholly owned subsidiary)

Almondz Wealth Advisors Limited (AWAL) is a wholly owned subsidiary incorporated on 25^th September 2009. AWAL is a well diversified financial services company which offers a broad range of financial products and services to a substantial and varied client base including Corporate, Institutional, High Net Worth individuals and Retail clients. AWAL products and services across multiple asset classes and consumer segments. The Company cover the entire spectrum of financial services including Mutual Funds, Equities, Fixed Income products, Loan & Mortgages, Derivatives, Commodities, Currencies, PMS, IPO’s, Insurance and Real Estate.

The Company services its clients through a network of 7 fully functional offices spread across the country along with over 20,000 registered Sub Brokers.

Since its inception, the Company have been utilizing its quality research capabilities and expertise to provide best and customized services to investors. The Company is continuously evolving and growing as a comprehensive financial service provider in the country.

g. North Square Projects Private Limited (Wholly owned subsidiary)

North Square Projects Private Limited (NSPPL) is a wholly owned subsidiary of Almondz Global Securities Ltd as was promoted on 6^th 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.

h. Almondz Commodities Private Limited (Wholly owned subsidiary)

Almondz Commodities Pvt. Ltd., incorporated on 17^th August 2005 is a wholly owned subsidiary of Almondz Global Securities Ltd. The Company provides commodity trading in MCX, NCDEX & NSEL.

i. Almondz Debt Advisors Limited (Subsidiary Company)

Almondz Debt Advisors Limited is a subsidiary Company of Almondz Global Securities Limited with 70% holding, was incorporated with the object to take up the business activities in the debt market. Summary of the financial of the Subsidiaries/Joint venture and the Associates are as under: Consolidated comparative net Revenue from the operations under different segments are as under:

30. 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 (registration number: 006519N) were appointed by the shareholders at the 23^rd annual general meeting to hold office until the conclusion of the 28^th annual general meeting. Ratification at every annual general meeting by the members is no longer necessary till the conclusion of aforesaid 28^th annual general meeting.

The Statutory Auditors have furnished their eligibility to continue as Auditors from the conclusion of the ensuing annual general meeting till the subsequent annual general meeting.

The observations made in the Auditors’ Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

31. Corporate Governance

Your Company re-affirm its commitment towards the standards of Corporate Governance. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company’s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors’ certificate on compliance with the mandatory provisions of the Corporate Governance is annexed therewith.

32. Consolidated Financial Results

As required under Section 129 of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

33. Cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2018 is annexed hereto.

34. Management Discussion and Analysis Statement

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

35. 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 Mr. Ajay Pratap, 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 of Conduct is available on your Company’s website www.almondzglobal.com

36. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors have selected such accounting policies and applied them consistently and made judgements 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 2017-18 and of the profit of the company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) The directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

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

38. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments are given in the notes to Financial Statements

39. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company’s clients, investors, bankers and other business associates for their continued support. Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavours.

For and on behalf of the Board of Directors

New Delhi ATUL KUMAR SHUKLA

August 10, 2018 Chairman

---

Mar 31, 2016

To the Members of Almondz Global Securities Limited,

The Board of Directors submits the Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31, 2016.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

	Year Ended 31.03.2016	Year Ended 31.03.2015
Gross Income	3975.47	5365.66
Profit before Interest, Depreciation & Tax	501.37	1193.22
Less: Interest	317.65	374.52
Less : Depreciation	168.49	216.64
Less : Provision for Tax	(54.16)	117.37
Net Profit after Tax	69.39	484.69

2. Dividend

In order to conserve resources and to strengthen the financial position of the Company to enable expansion of the Company, your Directors do not recommend payment of dividend.

3. Standalone & Consolidated Financials

For the year ended March 31, 2016, your Company earned a total income of Rs. 3975.47 Lacs, as against previous year''s total income of Rs. 5365.66 Lacs. As per the Consolidated Accounts, the total income is Rs. 5369.22 Lacs, as against the previous year''s income of Rs. 6709.82 Lacs. The Company has incurred a profit of Rs. 69.39 Lacs in the current year as compared to a profit of Rs. 484.69 Lacs in the previous year. As per the Consolidated Accounts, the net loss for the year is Rs. 39.44 Lacs as compared to Rs. 758.31 Lacs in 2014-15.

4. Reserves

The Company proposes the total amount of Rs. 69.39 Lacs available for appropriation to be retained in the statement of profit and loss.

5. Information on State of Affairs of the Company

Information of the segmental operations and financial performance are given in the Management Discussion and Analysis Report in accordance with SEBI (LODR) Regulations, 2015.

6. Human Resources

Your company believes that human talent is its fundamental strength and they continue to be the key driving force of the organization. Your company has generally enjoyed cordial relations with its employees. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

As on 31 March 2016, your Company has a diverse employee base with 198 employees all over India. This heterogeneous base is central to sustaining the Company''s competitive edge.

The HR function in Almondz Global is-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company''s future growth, as well as to achieve higher employee satisfaction.

7. Material changes and commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

9. Internal Financial Controls

The Company has adequate internal financial controls with reference to Financial Statements.

10. Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

11. Share Capital

During the year under Report, the Company has not issued any share capital.

12. Particulars of remuneration of Directors / KMP / Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ‘Annexure

I A’ which forms part of this report.

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 Personnel) Rules, 2014 is attached as ‘Annexure I B’ which forms part of this report.

13. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the “Almondz Global Securities Employees Stock Option Scheme 2007” (‘the Scheme” or “ESOS 2007”) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no options have been granted by the Company and 587000 options lapsed.

Further, during the year under Report, no option were vested. The exercisable option at the end of 31 March 2016 is 429000. Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure II to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2016. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

14. Listing

The shares of your Company are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2016-17 have been paid.

15. Extract of Annual Return

Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the annual Return is annexed to this report as

Annexure III. 16. Conservation of energy & technology absorption and Foreign exchange earnings and Outgo

A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

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

17. Directors

Ms. Neelu Jain, Director, retires by rotation at the ensuing 22nd Annual General Meeting.

Mr. Satish Chandra Sinha has been appointed as an additional Director w.e.f. 25.05.2016. He holds office upto the date of the ensuing Annual General Meeting. The Company has received the requisite notices in writing along with the necessary deposit signifying candidature of Directors.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

18. Number of Meetings of the Board

During the Financial Year 2015-16, 5 (Five) number of Board meetings were held. For details thereof kindly refer to the section ‘Board of Directors- in the Corporate Governance Report.

19. Disclosure on Audit Committee

The Audit Committee as on March 31, 2016 comprised of the following Independent Directors :

Mr. Ajay Kumar (Chairman), Mr. Atul Kumar Shukla and Mr. Krishan Lal Khetarpaul. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

20. Sexual Harassment

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The company did not receive any complaints to report in the Board''s report.

21. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism (Whistle Blower) Policy for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism shall provide adequate safeguards against victimization of Director(s) / Employee(s), who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of establishment of the vigil mechanism disclosed by the Company on its website, www.almondzglobal.com.

22. Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board‘s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director''s performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

The Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors. The Directors expressed their satisfaction with the evaluation process.

23. Nomination & Remuneration Committee & Policy

The Board of Directors of your Company has, on Constituted the Nomination & Remuneration Committee and based on their recommendation framed and adopted a policy for selection and appointment of Directors, KMP and their remuneration. The contents of the policy are disclosed by the company on its website,www.almondzglobal.com..

24. 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. Navjeet Singh Sobti: Vice Chairman & Managing Director Mr. Govind Prasad Agrawal : Chief Financial Officer Mr. Ajay Pratap : Company Secretary

25. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were on an arm''s length basis.

There being no ‘material'' related party transactions as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard. During the year 2015-16, pursuant to section 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015. All RPTs were placed before Audit Committee for its prior/omnibus approval. The Policy on RPTs as approved by Board is uploaded on the Company''s website.

26. Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

27. Secretarial Auditor & Secretarial Audit Report

The Board had appointed M/s Ashu Gupta & Co., Company Secretaries in Whole time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure V. The Secretarial Auditors'' Report for the financial year 201516 does not contain any qualification, reservation or adverse remarks.

28. Corporate Social Responsibility

Detailed information report on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the Annexure VI of this Report.

29. Details of Subsidiary / Joint Ventures / Associate Companies

Company is having six 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.

30. 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. AVK & Associates, Chartered Accountants (registration number: 002638N) were appointed by the shareholders at the 20th annual general meeting to hold office until the conclusion of the 23rd annual general meeting, subject to ratification by shareholders at each annual general meeting.

The members are requested to ratify the appointment of M/s. AVK & Associates, Chartered Accountants, (registration number: 002638N) as statutory auditors of the Company and to fix their remuneration for the year 2016-17.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditors conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended ratification of their appointment as auditors for the aforesaid period.

The observations made in the Auditors'' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

31. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company''s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors'' certificate on compliance with the mandatory provisions of the Corporate Governance with SEBI (LODR) Regulations, 2015

32. Consolidated Financial Results

As required under Section 129 of the Companies Act, 2013 and Clause 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

33. Cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2016 is annexed hereto.

34. Management Discussion and Analysis Statement

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

35. 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 Mr. Ajay Pratap, 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 of Conduct is available on your Company''s website www.almondzglobal.com

36. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that :

(i) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors 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 2015-16 and of the profit of the company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) The directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively

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

37. 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 programme of the independent directors are available on the website of the Company (www.almondzglobal.com). Policy for determining material subsidiaries of the Company is available on the website of the Company (www.almondzglobal.com). Policy on dealing with related party transactions is available on the website of the Company fwww.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

38. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments are given in the notes to Financial Statements.

39. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavors.

For and on behalf of the Board of Directors

New Delhi ATUL KUMAR SHUKLA

August 09, 2016 Chairman

(DIN : 00121601)

---

Mar 31, 2014

To the Members of Almondz Global Securities Limited,

The Board of Directors submits the Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31, 2014.

1. Financial Results

Financial Results of the Company for the year are summarized as under :

(Rs. in Lacs) Year Ended Year Ended 31.03.2014 31.03.2013

Gross Income 4310.94 4860.73

Profit before Interest, 1303.98 543.38

Depreciation & Tax

Less: Interest 287.63 309.35

Less: Depreciation 229.28 232.40

Less: Provision for Tax 203.13 —

Net Profit after Tax 583.94 1.63

2. Dividend

It is felt by management of your Company that resources of the company should be conserved. Your Directors have decided not to recommend any dividend for the financial year ended 31 March 2014.

3. Standalone & Consolidated Financials

For the year ended March 31, 2014, your Company earned a total income of Rs. 4310.94 Lacs, as against previous year''s total income of Rs. 4860.73 Lacs. As per the Consolidated Accounts, the total income is Rs. 9604.29 Lacs, as against the previous year''s income of Rs. 10614.34 Lacs. The Company has earned a profit of Rs. 583.94 Lacs in the current year as compared to a profit of Rs. 1.63 Lacs in the previous year. As per the Consolidated Accounts, the net profit for the year is Rs. 537.07 Lacs as compared to Rs. 568.63 Lacs in 2012-13.

4. Human Resources

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2014, your Company has a diverse employee base with 235 employees all over India. This heterogeneous base is central to sustaining the Company''s competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company''s future growth, as well as to achieve higher employee satisfaction. Going forward, the new structure will support greater focus

for strategic initiatives and also provide more leadership growth in the Company.

5. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India.

6. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2014 is annexed hereto.

7. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company''s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors'' certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

8. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

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

9. 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 as amended till date. The Board of Directors appointed Mr. Ajay Pratap, 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 said Code, inter alia, prohibits purchase and /or sale of shares of the Company and its client companies by an insider while in possession of unpublished price sensitive information in relation to the same. The Code of Conduct is available on your Company''s website.

10. Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2013-14, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors 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 2013-14 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

11. Subsidiary Companies

During the year under reporting, the Company had nine subsidiaries namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Wealth Advisors Ltd., Almondz Insurance Brokers Pvt. Ltd., Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary) Skiffle Healthcare Services Ltd., North Square Projects Pvt. Ltd., and Almondz Global Infra- Consultant Ltd.

Three Companies namely, Almondz Insurance Brokers Pvt. Ltd., Almondz Re-insurance Brokers Pvt. Ltd., and Almondz Debt Advisors Ltd., ceased to be subsidiaries on account of sale of shareholding in these companies.

A statement pursuant to Section 212 and 212(8) of the Companies Act, 1956 in respect of these subsidiaries is appended to the Balance Sheet. In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, the annual accounts and other reports specified in Section 212(1) in respect of the subsidiary companies have not been attached to the Balance Sheet. The Company will make available these documents / details to the investors of the Company and the subsidiary companies upon request made in this regard to the Company. In accordance with the requirements of Accounting Standard (AS-21) prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statement of the Company and its subsidiaries is annexed to this Annual Report.

12. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2014 is enclosed.

13. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

14. Directors

During the year under report, Mr. Vinay Mehta, has resigned from office of Managing Director w.e.f. 16.07.2014. He also resigned from the Board of Director of the Company of the Company w.e.f 06.08.2014.

Mr. Navjeet Singh Sobti has been appointed as the Vice Chairman and Managing Director w.e.f. 12.08.2014.

Mr. Sanjay Tiwari retire by rotation at the ensuing 20th Annual General Meeting. Mr. Atul Kumar Shukla, Mr. Surendar Kumar Sood and Mr. Krishan Lall Khetarpaul are the Directors of the Company whose period of office is liable to retirement by rotation as per the Companies Act, 1956. They have submitted declarations that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and are eligible for appointment.

The Board recommends for their appointment as Independent Directors of the Company, to hold the office for a term upto five consecutive years commencing from 29th September, 2014.".

Mrs. Neelu Jain has been appointed as the additional Director w.e.f. 12.08.2014. She holds office up to the date of the ensuing Annual General Meeting. The Company has received the requisite notices in writing along with the necessary deposit signifying her candidature for the office of Director.

15. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the "Almondz Global Securities Employees Stock Option Scheme 2007" (''the Scheme" or "ESOS 2007") for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no options have been granted by the Company and 250000 options lapsed.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 143336 options got vested in the optionholders as per the applicable vesting schedule of the respective grant.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2014. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

16. Issuance of Equity Shares

During the year under Report, the Company has not issued any equity shares.

17. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and Bombay Stock Exchange Limited, Mumbai.

18. Ratings for Term Funding

During the year under report, no rating was accorded to your Company''s term borrowings.

19. Auditors & Auditors'' Report

The Company, in terms of Section 139 (1) and (2) of the Companies Act, 2013, is required to appoint statutory auditors for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Companies Act, 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Companies Act, 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

M/s. AVK & Associates, who were appointed as statutory auditors of the Company, at the annual general meeting held on 23rd September 2013, are eligible to be appointed for the remaining period of 3 years out of the first term of five consecutive years in terms of the Companies Act, 2013.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.

The observations made in the Auditors'' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments.

20. Secretarial Auditors

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly, M/s Ashu Gupta & Co., Company Secretaries, Delhi have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

21. Particulars of Employees

Information as required under Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rule, 1975 and any amendment thereof is given in Annexure forming part of this Report.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2013-14.

23. Foreign Exchange Earnings & Outgo

During the year under review, there were nil foreign exchange earnings and outgo.

24. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavours.

For and on behalf of the Board of Directors

New Delhi ATUL KUMAR SHUKLA August 12, 2014 Chairman (DIN : 00121601)

---

Mar 31, 2013

To the Members of Almondz Global Securities Limited, The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2013.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Gross Income 4860.73 6078.84

Profit before Interest, 543.38 235.05

Depreciation & Tax

Less : Interest 309.35 318.18

Less : Depreciation 232.40 309.13

Less:Provision for Tax (24.65)

Net Profit after Tax 1.63 (368.74)

2. Dividend

Based on your Company''s performance, your Directors do not recommend dividend for the financial year ended 31 March 2013.

3. Standalone & Consolidated Financials

For the year ended March 31, 2013, your Company earned a total income of Rs. 4860.73 Lacs, as against previous year''s total income of Rs. 6078.84 Lacs. As per the Consolidated Accounts, the total income is Rs. 10614.34 Lacs, as against the previous year''s income of Rs. 10869.98 Lacs. The Company has incurred a profit of Rs. 1.63 Lacs in the current year as compared to a loss of Rs. 368.74 Lacs in the previous year. As per the Consolidated Accounts, the net profit for the year is Rs. 568.63 Lacs as compared to Rs. 21.67 Lacs in 2011-12.

4. Human Resources

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2013, your Company has a diverse employee base with 370 employees all over India. This heterogeneous base is central to sustaining the Company''s competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company''s future growth, as well as to achieve higher employee satisfaction.

Going forward, the new structure will support greater focus for strategic initiatives and also provide more leadership growth in the Company.

5. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

6. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2013 is annexed hereto.

7. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company''s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors'' certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

8. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

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

9. 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 as amended till date. The Board of Directors appointed Mr. Ajay Pratap, 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 said Code, inter alia, prohibits purchase and/or sale of shares of the Company and its client companies by an insider while in possession of unpublished price sensitive information in relation to the same. The Code of Conduct is available on your Company''s website.

10. Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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 2012-13 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

11. Subsidiary Companies

During the year under reporting, the Company had six subsidiaries namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd., Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary) and Skiffle Healthcare Services Ltd.

Out of the aforesaid, Almondz Retail Equity Ltd. and Almondz Debt Advisors Ltd., have not started operating during the year under report as the said companies are still in the process of finalizing plans.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated

Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and that of its respective subsidiaries.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f ) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend for exemption from attaching the said documents with the Balance Sheet of the Holding company.

1. The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

2. The company shall give Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiaries companies along with exchange rate as on closing day of the financial year.

12. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2013 is enclosed.

13. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

14. Directors

Mr. Atul Kumar Shukla and Mr. Surendar Kumar Sood, Directors, retire by rotation at the ensuing 19th Annual General Meeting.

Mr. Sita Ram Bansal non executive and independent director had ceased to be Director of the Company due to his sudden demise on 8 November 2012.

15. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the "Almondz Global Securities Employees Stock Option Scheme 2007" (''the Scheme" or "ESOS 2007") for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the share- holders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no options have been granted by the Company and 293300 options lapsed.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 423333 options got vested in the optionholders as per the applicable vesting schedule of the respective grant.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2013. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

16. Issuance of Equity Shares

During the year under Report, the Company has not issued any equity shares.

17. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and Bombay Stock Exchange Limited, Mumbai.

18. Ratings for Term Funding

During the year under report, no rating was accorded to your Company''s term borrowings.

19. Auditors & Auditors'' Report

The Statutory Auditors, M/s AVK & Associates, Chartered Accountants (Firm Registration No. 002638N), of your Company are due for retirement at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Certificates have been received from them to the effect that their re-appointment as Auditors of the Company, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of Listing Agreement. Your Directors recommend their re-appointment for the ensuing year, i.e. FY 2013-14.

The members are requested to re-appoint M/s AVK & Associates, Chartered Accountants, as the Statutory Auditors of the Company, for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The observations made in the Auditors'' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

20. Particulars of Employees

Information as required under Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rule, 1975 and any amendment thereof is given in Annexure forming part of this Report.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2012-13.

22. Foreign Exchange Earnings & Outgo

During the year under review, foreign exchange earnings and outgo were as under :

Earnings : Nil

Outgo : Rs. 20,000/-

23. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support.

For and on behalf of the Board of Directors

ATUL KUMAR SHUKLA

New Delhi Chairman

August 13, 2013

---

Mar 31, 2012

To the Members of Almondz Global Securities Limited,

The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2012.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year Ended Year Ended

31.03.2012 31.03.2011

Gross Income 6078.84 7846.78 Profit before Interest, 264.76 1629.48 Depreciation & Tax

Less: Interest 349.01 432.44

Less: Depreciation 309.14 271.97

Less : Provision for Tax (24.65) 268.82

Net Profit after Tax (368.74) 656.25



2. Dividend

Based on your Company's performance, your Directors do not recommend dividend for the financial year ended 31 March 2012.

3. Standalone & Consolidated Financials

For the year ended March 31, 2012, your Company earned a total income of Rs. 6078.84 Lacs, as against previous year's Rs. 7846.78 Lacs. As per the Consolidated Accounts, the total income is Rs. 10869.79 Lacs, as against the previous year's Rs. 10029.33 Lacs. The Company has incurred a loss of Rs. 368.74 Lacs in the current year as compared to profit of Rs. 656.25 Lacs in the previous year. As per the Consolidated Accounts, the net profit for the year is Rs. 21.67 Lacs as compared to Rs. 988.09 Lacs in 2010-11.

4. Human Resources

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2012, your Company has a diverse employee base with 370 employees all over India. This heterogeneous base is central to sustaining the Company's competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company's future growth, as well as to achieve higher employee satisfaction.

Going forward, the new structure will support greater focus for strategic initiatives and also provide more leadership growth in the Company.

5. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

6. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2012 is annexed hereto.

7. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company's commitment at adopting good Corporate Governance Practices is enclosed. The Auditors' certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

8. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

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

9. 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 as amended till date. The Board of Directors appointed Mr. Ajay Pratap, 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. All the directors, Senior Management Personnel and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company or its client/s, are covered under the said Code. The Directors, Senior Management Personnel, designated employees, and their dependent relatives, are restricted in dealing in the shares of the Company or its clients while in possession of unpublished price sensitive information about the Company or its clients, as the case may be. Further, the aforesaid persons are restricted in dealing in shares of the Company during closed "Trading Window". All the Directors, senior management personnel and other designated employees of the Company are restricted from entering into opposite transactions, i.e., buy or sell any number of shares during the next six months following the prior transaction, and they are also restricted from taking any positions in derivative transactions in the shares of the Company at any time, as per the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2008.

The Code of Conduct is available on your Company's website.

10. Directors' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2011-12, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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 2011-12 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

11. Subsidiary Companies

During the year under reporting, the Company had six subsidiaries namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd., Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary).

Out of the aforesaid, Almondz Retail Equity Ltd. and Almondz Debt Advisors Ltd., have not started operating during the year under report as the said companies are still in the process of finalizing plans.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company / subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and that of its respective subsidiaries.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend for exemption from attaching the said documents with the Balance Sheet of the Holding company.

1. The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

2. The company shall give Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiaries companies along with exchange rate as on closing day of the financial year.

12. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2012 is enclosed.

13. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

14. Directors

During the year under Report, Mr. David John Wilson (as nominated by Al Anwar Holdings SAOG, Sultanate of Oman) had resigned from the directorships of the Company w.e.f. 8 August 2011, and in his place, Mr. Abdul Redha Mustafa Abdul Redha Sultan had been inducted (as nominated by Al Anwar Holdings SAOG) as Additional Director of the Company w.e.f. 11 November 2011. As per the provisions of Section 260 of the Companies Act, 1956, Mr. Abdul Redha Mustafa Abdul Redha Sultan shall hold office only up to the date of the ensuing 18th Annual General Meeting of the Company. The Company has received notice under Section 257 of the Act along with the requisite deposit, in respect of the abovestated person, proposing his appointment as an Ordinary Director of the Company retirable by rotation.

Mr. Shiv Karan Singh non executive and independent director has resigned from the Board of Directors of the Company on 24 April 2012.

Mr. Sita Ram Bansal and Mr. Krishan Lall Khetarpaul, Directors, retire by rotation at the ensuing 18th Annual General Meeting.

15. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the "Almondz Global Securities Employees Stock Option Scheme 2007" ('the Scheme" or "ESOS 2007") for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March

4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, 550000 options have been granted by the Company and 302500 options lapsed.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 333496 options got vested in the optionholders as per the applicable vesting schedule of the respective grant.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2012. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

16. Issuance of Equity Shares

During the year under Report, under the "Almondz Global Securities Employees Stock Option Scheme 2007", out of ESOS Series 'D', an aggregate of 400000 options; were exercised by the respective grantee-employees, which were allotted by your Company on August 8, 2011.

17. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and Bombay Stock Exchange Limited, Mumbai.

18. Ratings for Term Funding

During the year under report, no rating was accorded to your Company's term borrowings.

19. Auditors & Auditors' Report

M/s. B S R & Co., Chartered Accountants, Gurgaon (Haryana) were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on September 29, 2011. The Statutory Auditors of the Company had resigned and had submitted a letter dated 26 June 2012 to your Company, intimating us of this fact, therefore creating casual vacancy in the office of Auditors. The casual vacancy caused by resignation of the Statutory Auditors was filled by appointing M/s AVK & Associates Chartered Accountants, New Delhi (Membership No. 002638N) as Auditors of the Company for the period from 4th August 2012 till the conclusion of forth coming Annual General Meeting.

Now, the Statutory Auditors, M/s AVK & Associates, Chartered Accountants (Firm Registration No. 002638N), of your Company are due for retirement at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Certificates have been received from them to the effect that their re- appointment as Auditors of the Company, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of Listing Agreement. Your Directors recommend their re-appointment for the ensuing year, i.e. FY 2012-13.

The members are requested to re-appoint M/s AVK & Associates, Chartered Accountants, as the Statutory Auditors of the Company, for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Auditors' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

20. Particulars of Employees

The Ministry of Corporate Affairs, by notification dated 31 March 2011, issued the Companies (Particulars of Employees) Amendment Rules, 2011, which amended the limits of remuneration of the employees mentioned under Companies (Particulars of Employees) Rule, 1975. Accordingly, as per the Companies (Particulars of Employees) Amendment Rules, 2011 read with the provisions of Section 217(2A) of the Companies Act, 1956, details of the names and other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000 (Rupees Sixty Lacs) per annum, and Rs. 5,00,000 (Rupees Five Lacs) per month, are required to be attached to this report. Accordingly, the requisite information is given in an Annexure forming part of this Report.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2011-12.

22. Foreign Exchange Earnings & Outgo

During the year under review, foreign exchange earnings and outgo were as under:

Earnings : Rs. 4896851/-

Outgo : Rs. 41095/-

23. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock

Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company's clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavours.

For and on behalf of the Board of Directors

ATUL KUMAR SHUKLA

New Delhi Chairman August 13, 2012

---

Mar 31, 2010

The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2010.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year Ended Year Ended

31.03.2010 31.03.2009

Gross Income 7932.45 6986.53

Profit before Interest, Depreciation & Tax 2045.43 1462.82

Less : Interest 162.62 252.25

Less : Depreciation 189.78 196.71

Less : Provision for Tax 615.46 413.46

Net Profit after Tax 1077.57 600.40

Profit / (Loss) brought forward 2349.79 1838.27

Profits available for Appropriation 3427.36 2438.67

Appropriations :

Transfer to General Reserve - -

Transfer as Proposed Dividend 106.35 75.97

Corporate Dividend Tax 18.07 12.91

Profit/(Loss) carried to Balance Sheet 3302.94 2349.80

2. Dividend

Based on your Company’s performance, your Directors recommend for your consideration a dividend of Rs. 0.42 per Equity

Share of Rs. 6/- each for the financial year ended 31 March, 2010. The final outgo on dividend is as under :

(in Rs.)

Current Year Previous Year

2009-10 2008-09

On 25321767 fully paid-up equity shares of Rs. 6/- each, @ Rs. 0.42 per share 10635142.14 -

(Previous Year – Final Dividend)

On 25321767 fully paid-up equity shares of Rs. 6/- each, @ Rs. 0.30 per share - 7596530.10

Corporate Dividend Tax 1807442.00 1291030.00

As abovementioned, the total outflow on dividend payout will be Rs. 12442584.14 which would translate to 11.55% of the profits of the Company.

3. Transfer to Reserves

Since your Company has declared dividend @ 7%, accordingly, in terms of the provisions of Companies (Transfer of Profits to Reserves) Rules, 1975, no transfer is required to be made to the General Reserve out of the amount available for appropriations and accordingly the surplus carried to the Balance Sheet amounted to Rs. 3302.94 Lacs.

4. Operating Results and Business

For the year ended March 31, 2010, the Company earned a total income of Rs. 7932.45 Lacs, as against previous year’s Rs. 6986.53 Lacs. As per the Consolidated Accounts, the total income was Rs. 8297.07 Lacs, as against the previous year’s Rs. 7092.05 Lacs. The net

profit of the Company for the year was Rs. 1077.57 Lacs (13.58% of total income) as compared to Rs. 600.40 Lacs (8.59% of total income) in the previous year. As per the Consolidated Accounts, the net profit for the year was Rs. 1097.93 Lacs (13.23% of total income) as compared to Rs. 548.25 Lacs (7.73% of total income) in 2008-09.

5. Human Resource Development

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2010, your Company has a diverse employee base with 480 employees all over India. This heterogeneous base is central to sustaining the Company’s competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company’s future growth, as well as to achieve higher employee satisfaction. Going forward, the new structure will support greater focus for strategic initiatives and also provide more leadership growth in the Company.

6. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

7. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2010 is annexed hereto.

8. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders’ value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company’s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors’ certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

9. Corporate Governance Report and Management Discussion and Analysis Statement A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

10. 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 as amended till date. The Board of Directors appointed Mr. Rajiv L. Jha, Vice President & 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 said Code, inter alia, prohibits purchase and /or sale of shares of the Company and its client companies by an insider while in possession of unpublished price sensitive information in relation to the same. The Code of Conduct is available on your Company’s website.

11. Directors’ Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 (“Act”), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2009-10, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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 2009-10 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

12. Holding Company

During the year under Report, your Company acquired 51% stake in one of its Group companies namely Almondz Insurance Brokers Pvt. Ltd., thereby making the aforesaid company and its subsidiary namely Almondz Reinsurance Brokers Pvt. Ltd., the subsidiaries (direct and step-down) of your Company.

Prior to acquisition of 51% stake by your Company in Almondz Insurance Brokers Pvt. Ltd. (AIBPL), AIBPL was holding 33334 equity shares in your Company as allotted to AIBPL pursuant to the Scheme of Amalgamation between the erstwhile Almondz Capital Markets Pvt. Ltd. with your Company vide Hon’ble High Court of Delhi Order dated 5 February 2008. The paid-up capital of your Company as on 31 march 2010 comprised of 25321767 equity shares of Rs. 6/- each. Pursuant to the provisions of Section 42(3) of the Companies Act, 1956, the aforesaid 33334 equity shares held by AIBPL in your Company have no right to vote at the meetings of your Company thereby leading to the reduction in the number of voting equity shares comprising the paid-up capital of your Company as at 31 March 2010 in the Consolidated Accounts. Based on the aforesaid, the shareholding of one of the promoters of your Company namely Almondz Capital & Management Services Limited (12653314 equity shares) in your Company as on 31 March 2010 constituted 50.03%, thereby making Almondz Capital & Management Services Limited as the Holding company of your Company pursuant to the provisions of Section 4 of the Companies Act, 1956.

13. Subsidiary Companies

During the year under reporting, the Company had five subsidiaries namely Almondz Finanz Ltd., Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd., Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary).

Out of the aforesaid, Almondz Retail Equity Ltd. has not started operating during the year under report as the said company is still in the process of finalizing plans.

In terms of the approval granted by the Ministry of Corporate Affairs (MCA), Government of India, vide its letter No. 47/500/2010-CL-III dated June 17, 2010, the provisions of section 212(1) shall not apply in respect of all the five (5) Subsidiaries of your Company, as on March 31, 2010 namely Almondz Commodities Pvt. Ltd., Almondz Finanz Ltd., Almondz Retail Equity Ltd, Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. The said exemption has been granted on the condition, inter alia, of presenting the Audited Consolidated Accounts / Financial Statements of your Company and its Subsidiary Companies prepared in strict compliance with the Accounting Standard (AS-21) and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI) along with the standalone Audited Accounts/Financial Statements of the Company. In terms of the said exemption, the Audited Balance Sheets as at the March 31, 2010 and Profit and Loss Accounts for the year ended as on that date together with the Reports of Directors’ and Auditors’ thereon of the said Subsidiaries have not been attached with the Balance Sheet of your Company for the financial year ended March 31, 2010. The Company will make available the annual accounts of the aforesaid subsidiary companies and the related detailed information to its investors as well as to the investors of its subsidiary companies at any point of time. The annual accounts of the aforesaid subsidiary companies will also be kept for inspection by any investor during business hours at our Registered Office and respective registered offices of the subsidiaries besides your Company shall furnish a hard copy of accounts of subsidiaries to any shareholder on demand.

Following information in aggregate for each subsidiary are also disclosed in one page after the consolidated accounts : (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend. Further, the details of the accounts of individual subsidiary companies are also put on your Company’s website www.almondzglobal.com

14. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2010 is enclosed.

15. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

16. Directors

During the year under Report, Mr. Amarjyot Singh Anand ceased to be a Director of the Company on account of vacation of his office under the provisions of Section 283(1)(g) of the Companies Act, 1956 w.e.f. 29 July 2009. Further, Mr. Surendar Kumar Sood had been appointed as an Additional Director on 29 July 2009 who was later on appointed as a Director retireable by rotation at the 15th Annual General Meeting held on 24.09.2009.

Mr. Sita Ram Bansal and Mr. Krishna Kumar Gupta, Directors, retire by rotation at the ensuing 16th Annual General Meeting.

On 28 May 2010, Mr. Shiv Karan Singh has been inducted on the Board of Directors of the Company as an Additional Director of the Company. As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office only up to the date of the ensuing 16th Annual General Meeting of the Company. The Company has received notice under Section 257 of the Act along with the requisite deposit, in respect of the above person, proposing his appointment as Ordinary Director of the Company retirable by rotation.

17. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the “Almondz Global Securities Employees Stock Option Scheme 2007” (‘the Scheme” or “ESOS 2007”) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot.

However, with the passage of time, it was felt to make some changes / amendments in the existing Scheme to suit the present & future business requirements which could be applicable to all the future grants made under the Scheme in line with several peer companies who adopted multiple vehicles to drive different objectives such as performance and retention while at the same time limit dilution.

Accordingly, the extant Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, on June 9, 2009, and January 29, 2010, the Compensation Committee of the Board of Directors granted 185000 options and 700000 options, respectively, to the eligible employees, each option conferring on the concerned employee a right for one equity share of Rs. 6/- each.

Besides, on May 28, 2010, the Compensation Committee of the Board of Directors further granted 105000 options to the eligible employees, each option conferring on the concerned employee a right for one equity share of Rs. 6/- each.

During the year under Report, 250000 options lapsed on account of cessation of employment of the optionholders.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 1750000 options got automatically vested in the optionholders on expiry of one year from the respective grants.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2010. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

18. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and The Bombay Stock Exchange Limited, Mumbai.

Further, during the year under Report, the equity shares of the Company had been voluntarily delisted from Delhi Stock Exchange Ltd. w.e.f. 07.09.2009 vide their letter bearing Ref. DSE / LIST / 8510 / R / 3737 dated September 9, 2009.

19. Ratings for Term Funding

During the year under report, no rating was accorded to your Companys term borrowings.

20. Membership of Currency Derivatives and Interest Rate Futures Segments at National Stock Exchange of India Ltd.

In order to provide a liquid, transparent and vibrant market for foreign exchange rate risk management, SEBI and RBI allowed trading in currency futures for the first time in India based on the USD-INR exchange rate. In the context of liberalisation of the capital accounts, as also continued development of the financial markets, it was felt that wider hedging opportunities could enhance the flexibility for the resident Indians to manage their currency risk dynamically. It is also an established fact that the exchange traded currency futures contracts facilitate efficient price discovery, enable bet ter counterparty credit risk management, wider participation, trading of standardized product, reduce transaction costs, etc. Accordingly, as a part of further developing the derivatives market in India and adding to the existing menu of foreign exchange hedging tools available to the residents, National Stock Exchange of India Ltd. (NSE) took initiative to offer trading platform in “Exchange Traded Currency Futures” to its existing and new members by way of its membership. Further, as the Company was already a member of NSE under equity segment and in order to diversify its bouquet of services to its valued clients, your Company, during the year under Report, obtained the membership of the Currency Derivative Segment of NSE.

Besides, during the year under Report, NSE launched Interest Rate Derivatives (IRD), a sub-segment of the Currency Derivatives Segment, focusing on the Debt market which comprises of primary as well as secondary market for Debt instruments - both sovereign and corporate. The need for interest rate derivatives comes from the fact that interest rate risk affects not only the financial sector, but also the corporate and household sectors. The banks, insurance companies, primary dealers and provident funds bear a major portion of the interest rate risk on account of their exposure to government securities. As such, these entities need a credible institutional hedging mechanism. Today, with a large stock of household financial savings on the assets side and an increasing quantum of housing loans on the liabilities side, interest rate risk is becoming increasingly important for the household sector as well.

Accordingly, during the year under Report, being a member of NSE under Equity Derivative Segment and in order to diversify its bouquet of services to its valued clients, your Company obtained the membership of the Interest Rate Derivatives Segment of NSE.

21. Auditors & Auditors’ Report

The auditors, M/s. B S R & Co., Chartered Accountants (Firm Registration No. 101248W), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The members are requested to re-appoint M/s B S R & Co., Chartered Accountants, as the Statutory Auditors of the Company, for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The observations made in the Auditors’ Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956, except the following :

1. In Point No. (vii) read with Point No. (viii) of the Auditors’ Report, the Auditors have drawn the attention to the payment of excess remuneration to the managerial personnel during financial year 2007-08 for the reasons mentioned therein. To that, your Company applied to the Central Government (Ministry of Corporate Affairs) pursuant to the applicable

provisions of the Companies Act, 1956 for waiver from recovery of the excess remuneration paid to the managerial personnel of the Company during financial year 2007-08. Meanwhile, your Company received the aforesaid approval from Ministry of Corporate Affairs vide its letter bearing Ref. File No. A46129623 dated 7th June 2010 granting waiver from recovery of excess remuneration paid to the managerial personnel as aforesaid.

2. In Point 14 of the Annexure to Auditors’ Report, the Auditors have drawn the attention that “………………… except for investment in equity shares of other companies amounting to Rs. 350000/- which are not held in the name of the Company and investments in equity shares amounting to Rs. 50000/- which are not physically available / misplaced. The carrying value of these shares has been fully provided for in the books of account.”

The comments of your directors on the aforesaid are as under :

The Equity Shares of Rs. 300000/- at cost (carrying value Rs. 3000/-) pertains to M/s Dijit Prognosys Pvt. Ltd. which were not held in your Company’s name. The said Dijit Prognosys is untraceable (even at its Registered Office Address as appearing on the MCA website), and hence these shares could not be transferred in the name of your Company. The equity shares of Rs. 50000/- at cost (carrying value Rs. 20000/-) pertains to 2500 Equity Shares of M/s Ecoplast India Ltd. and 3000 Equity Shares of M/s Vantech Industries Ltd., the physical certificates of which have been misplaced. Regarding equity shares of M/s Ecoplast India Ltd., your Company is in communication with their Registrar and hope to get the shares transferred. Regarding equity shares of M/s Vantech Industries Ltd., the said company went into liquidation.

22. Particulars of Employees

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is given in an Annexure forming part of this Report.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2009-10.

Foreign Exchange Earnings & Outgo

During the year under review, foreign exchange earnings and outgo were as under :

Earnings : Nil

Outgo : Rs. 219103/-

24. Acknowledgements

We thank our valued clients, investors and bankers for their continued support during the year under Report.

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, and other business associates. Your Directors gratefully acknowledge the cooperation and support provided by Central and State Governments and all Regulatory bodies.

Your Directors also place on record their deep appreciation for the exemplary contribution made by the employees at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company’s growth.

For and on behalf of the Board of Directors



New Delhi ATUL KUMAR SHUKLA

August 13, 2010 Chairman