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

1. FINANCIAL SUMMARY / HIGHLIGHTS

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

(Rs. In Lakhs)

Financial Highlights of Subsidiaries/Associates

PERFORMANCE REVIEW AND THE STATE OF
COMPANY’S AFFAIRS:

Your Company has prepared the Financial Statements for
the financial year ended March 31.2025 in terms of Sections
129, 133 and Schedule III to the Companies Act, 2013 (as
amended) (the ‘‘Act”) read with the Companies (Indian
Accounting Standards) Rules. 2015, as amended. The total
income of your Company on standalone basis was Rs.
2450.85 lakhs as compared to Rs. 995.69 lakhs for the
previous financial year 2023-2024. Profit before tax (PBT)
was Rs. 1612.36 Lakhs as compared to Rs. (77.98) Lakhs in

the previous financial year 2023-2024. The Company's
consolidated total income for the financial year 2024- 25 was
Rs. 18,156.42 Lakhs as compared to Rs. 12,699.41 Lakhs in
the previous financial year 2023-24. Consolidated Profit before
tax (PBT) was Rs. 4,499.86 Lakhs as compared to Rs.
2,187.20 Lakhs in the previous financial year 2023-24.

2. DIVIDEND

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

3. TRANSFER TO RESERVE FUND

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

4. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

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

5. CONSOLIDATED FINANCIAL STATEMENTS

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

6. CASH FLOW STATEMENT

In conformity with the provisions of Listing Regulations, the Cash
Row Statement for the year ended March 31.2025 is annexed
hereto.

7. INFORMATION ON MATERIAL CHANGES AND
COMMITMENTS

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

8. RBI GUIDELINES

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

9. SHARE CAPITAL

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

Authorized Share Capital of the Company has been increase
from Rs. 30,00,00.000/- (Rupees Thirty Crores Only)
consisting of 30,00,00,000 (Thirty Crores) Equity Shares of
Rs. 1/- (Rupees One) each to Rs. 34,00,00,000/- (Rupees
Thirty Four Crores Only) consisting of 34,00,000 (Thirty Four
Crore) Equity Shares of Rs. 1/- (Rupees One) each by creation
of additional Equity Shares of Rs. 4,00,00,000 (Rupees Four
Crore Only) divided into 4,00,00,000 (Four Crore ) Equity
Shares of face value of Rs. 1/- (Rupees One Only) each,
ranking pari passu in respect with the existing Equity Shares
of the Company.

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

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

Further, pursuant to the provisions of 39, 62(1 )(a) and other
applicable provisions, if any, of the Companies Act, 2013 and
SEBI LODR 2015 and SEBI ICDR Regulation 2018, the
Committee for further issue of shares of Board of Directors in
their held on 13'^J’ January, 2025, allotted 4.86,52.541 Equity
Shares of Issue Price of Rs. 10/- per Equity Shares
aggregating upto Rs. 4865.25 Lakhs opened for subscription
on December 23,2024 and the subscription closed on January
06, 2025 pursuant to the Right Issue.

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

' Difference in subscribed and paid up capital is on account of
forfeiture of 1.37,93,800 equity shares

10. CHANGE IN NATURE OF BUSINESS

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

11. PUBLIC DEPOSITS

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

12. DETAILS OF SUBSIPIARY/JOINT VENTURES/ASSOCIATE
COMPANIES

As on March 31,2025 your Company has the following entities
as its subsidiaries and Associates:

a. Acrokx Reality Private Limited

b. Almondz Global Securities Limited

c. Red Solutions Private Limited

d. Apricot Infosoft Private Limited

e. Avonmore Developers Private Limited

f. Anemone Holdings Private Limited

g. Glow Apparels Private Limited

h. Almondz Finanz Limited

Pursuant to sub-section (3) of section 129 of the Act, the
statement containing the salient feature of the financial
statement of a Company's Subsidiary or Subsidiaries,
Associate Company or Companies in the prescribed format
AOC-1 which form part of the Annual Report as Annexure-I.

Further, pursuant to the provisions of Section 136 of the Act,
. the financial statements of the Company, consolidated
financial statements along with relevant documents and
separate audited financial statements in respect of
subsidiaries, are available on the Company's website at
www.avonmorecaoital.in.

13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR
CEASED TO BE SUBSIDIARIES. JOINT VENTURES OR
ASSOCIATE COMPANIES

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

14. MATERIAL SUBSIDIARY

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

15. PERFORMANCE OF SUBSIDIARIES COMPANIES

Almondz Global Securities Limited (Subsidiary Company)

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

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

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

STEP DOWN SUBSIDIERIES

Almondz Global Infra-Consultant Limited (Stepdown
Subsidiary)

Almondz Global Infra-Consultant Limited (AGICL) is an ISO
9001 : 2015 certified company, a Public Limited Company
and Wholly Owned Subsidiary of Almondz Global Securities
Limited(AGSL). AGICL provides Consultancy Services in
multiple infrastructure sectors especially in Roads, Bridges,
Highways & Tunnels, Smart Cities, Urban Infrastructure,
Water & Waste Water, Tourism, Railways & Metro Rail, Ports
& Inland Waterways 8 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 8 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 8
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 Qualify work with in Budgeted time and cost. AGICL
is having Pan India presence and empaneled with more than
30 Government department and agencies. AGICL has been
consistently taking initiatives to improve the functional
efficiency and remain in sync with the increase in growth of
business. Implementation of ERP system and making
collaboration with renowned international firms as knowledge
partners are some of the recent strategic moves initiated by
the company to bring more efficiency in the operation and to
ensure better corporate governance. For more details, please
visit Website: www.almondzqlobalinfra.com

Premier Green Innovations Private limited (Associate of
Subsidiary)

Premier Green Innovations Private limited started its
operations in 2015 with the objective of manufacturing and

selling Alcoholic Beverages high quality grain ENA/ Ethanol
and other alcohol products. The Registered office of the
Company is located at F-33/3, Okhla Industrial Area, Phase-
11, 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-Ill, District-Kangra, Himachal Pradesh-176501.
The plant is equipped to meet Zero Liquid Discharge (ZLD).
The company is setting up 200 KLPD dedicated Ethanol Plant
at its existing unit in HP. The Company is FSSC 22000
(Version 4.1): ISO TS 22002-1:2009 certified and is focused
in ensuring Total Quality Management. The Company has
laid emphasis on eco-friendly production & strives to excel
through implementation of latest technology. Since inception,
the Company has seen quick rise through operational
excellence, customer satisfaction and forward integration of
bottling operations along with sales and distribution of liquor
brands. The Company is interested to set up a Greenfield
project for manufacturing and supply of Fuel Ethanol in the
state of Odisha up to 250 KL per day to be able to increase
Ethanol supply and contribute to achieve the national targets
of 10% blending.

For more details, please visit Website: https://paplgrouo.com;
home.ohp

Almondz Finanz Limited (Wholly Owned Subsidiary)

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

Skiffle Advisory Services Limited (Stepdown Subsidiary)

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

Almondz Financial Services Limited (Stepdown
Subsidiary)

Almondz Financial Services Limited is a well-diversified
financial services company which offers a broad range of
financial products and services including investment banking,
corporate advisory, valuation services, wealth advisory and
research analyst to a substantial and varied client base
including Corporate, Institutional, High Net Worth individuals

and Retail clients. The company team has experienced
management professionals with a deep understanding of the
current business landscape. The Company’s corporate
governance model is rooted in ethical practices with a robust
structure of internal checks and balances The Company
provides service to its clients through a network of 6 fully
functional offices spread across the country along with
20,000 registered Sub Brokers. For more details, please visit
Website: https:7almondzfinancial.com/

North Square Projects Private Limited (Stepdown
Subsidiary)

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

Almondz Commodities Private Limited (Stepdown
Subsidiary)

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

Avonmore Developers Private Limited (Wholly owned
Subsidiary)

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

Glow Apparels Private Limited (Wholly owned Subsidiary)

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

Apricot Infosoft Private Limited (Wholly owned
Subsidiary)

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

Anemone Holdings Private Limited (Wholly owned
Subsidiary)

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

Acrokx Reality Private Limited (Subsidiary)

The Company is involved in software publishing, consultancy
and supply [Software publishing includes production, supply
and documentation of ready-made (non-customized) software,

operating systems software, business & other applications
software, computer games software for all platforms.

Red solutions Private Limited (Wholly owned Subsidiary)

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

16. SECRETARIAL STANDARDS

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

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. DIRECTORS

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

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

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

Resignation/Cessation

There has been no change in the composition of Board during
the financial year except that the following:

• In terms of provisions of Regulation 30 read with schedule
III of the Listing Regulations and Section 149 (11) of the
Companies Act, 2013, this is to inform you that Mr. Shy am
Sunder Lai Gupta & Mr. Ajay Kumar ceased to be an
Independent Director of the Company upon completion
of their second term for 5 (five) Consecutive years w.e.f.
September 28, 2024

• In Accordance with provision of Section 149(10) of the
Companies Act. 2013, Mr. Bhupinder Singh, ceased to
be an Independent Director of the Company upon

completion of their first term for 5 (five) Consecutive years
w.e.f. September26.2024 and due to his health condition,
he expresses his unwillingness for re-appointment as an
Independent Director for second term.

• Pursuant to the provisions of Sections 149, 161 & other
applicable provisions of the Act and SEBI LODR
Regulations, Mr. Satish Chandra Sinha (DIN No:
03598173) was appointed as an Additional Director (Non¬
Executive & Independent) for a period of 5 years w.e.f.
August 14, 2024.

• Pursuant to the provisions of Sections 149, 161 & other
applicable provisions of the Act and SEBI LODR
Regulations. Ms. Neelu Jain (DIN No- 00227058) was
appointed as an Additional Director (Non-Executive &
Independent) for a period of 5 years w.e.f. August 14.
2024.

• Pursuant to the provisions of Sections 149. 161 & other
applicable provisions of the Act and SEBI LODR
Regulations, Mr. Raj Kumar Khanna (DIN No: 05180042)
was appointed as an Additional Director (Non-Executive
8 Independent) fora period of 5 years w.e.f. August 14,
2024.

B. RETIREMENT BY ROTATION
Mrs. Ashu Gupta

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

C. KEY MANAGERIAL PERSONNEL

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

18. MEETINGS OF THE BOARD

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

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

19. STATEMENT ON DECLARATION ‘CERTIFICATE OF
INDEPENDENCE' U/S 149(6) FROM INDEPENDENT
DIRECTORS

The Board has Independent Directors and there is an
appropriate balance of skills, experience and knowledge in
the Board to enable it to discharge its functions and duties

effectively. The Independent Directors have submitted
disclosure that they meet the criteria of independence as
provided under Section 149(6) of the Companies Act. 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended.

20. AUDIT COMMITTEE

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

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

The following are the members of the Audit Committee:

21. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) the directors had selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for
that period;

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

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

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

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

22. LISTING

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

23. AUDITORS

A. STATUTORY AUDITORS:

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

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

B. SECRETARIAL AUDITORS:

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

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

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

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

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

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

24. MAINTENANCE OF COST RECORDS

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

25. REPORTING OF FRAUDS BY AUDITORS

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

26. CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

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

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

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

27. PARTICULARS OF EMPLOYEES

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

28. CORPORATE GOVERNANCE

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

29. GROUP COMING WITHIN THE DEFINITION OF GROUPS
DEFINED IN THE MONOPOLIES AND RESTRICTIVE
TRADE PRACTICES ACT. 1969 (54 of 1969)

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

Mr. Navjeet Singh Sobti

Navjeet Singh Sobti HUF

Mrs. Gurpreet Sobti

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

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

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND

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

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

31. ANNUAL RETURN

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

32. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

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

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

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

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

The details of material related party transaction entered into
by the Company during the Financial Year 2024-25 are
enumerated in Form AOC-2 as annexed in Annexure - VII
under Section 134(3)(h) of the Companies Act, 2013, read

with Rule 8(2) of The Companies (Accounts) Rules, 2014.

In addition to above, the disclosure of transactions with related
party for the year, as per Indian Accounting Standard-24 (INO
AS-24), Related Party Disclosures is given in Note No. 41 ol
the Notes to the Standalone Financial Statements section ol
the Annual Report.

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

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

34. PARTCULARS OF LOANS GIVEN. INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

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

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY’S OPERATIONS IN FUTURE

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

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

Except that, the Board of Directors of Avonmore Capital
& Management Services Limited (“Company") at its
meeting held today, i.e. April 9, 2025, based on the
recommendations of the Audit Committee had approved
composite scheme of arrangement (“Scheme ") prepared
and presented in terms of the provisions of Section 230
to 232 and other applicable provisions, if any, of the
Companies Act, 2013 (“Act") read with Companies
(Compromises, Arrangements and Amalgamations)
Rules, 2016, involving demerger of Broking Business
("Demerged Undertaking") belonging to M/s Almondz

Global Securities Limited (“Demerged Company" or
“Transferor Company No. 1") with and vesting into M/s
Almondz Broking Services Limited (“Resulting
Company"), wherein, the Resulting Company shall retain
the name of the Demerged Company, i.e., “Almondz
Global Securities Limited". Further, amalgamation of
Demerged Company/Transferor Company No. 1 along
with its Remaining Business with and into M/s A vonmore
Capital & Management Services Limited (“Transferee
Company"), and furthermore amalgamation of Almondz
Finanz Limited ("Transferor Company No. 2"), Apricot
Infosoft Private Limited (“Transferor Company No. 3"),
Avonmore Developer Private Limited (“Transferor
Company No. 4"), Anemone Holding Private Limited
(“Transferor Company No. 5") and Almondz Insolvency
Resolutions Services Private Limited (“Transferor
Company No. 6") with and into Avonmore Capital &
Management Services Limited ("Transferee Company"),
and their respective shareholders and creditors and to
approve the draft Scheme. The Scheme was filed with
the Stock Exchanges to obtain their In principle approval.
The Company received information requirement letters
form Stock Exchanges which were replied to. However,
in view of the ongoing requirements and observations
received from the Stock Exchange on the aforesaid
Scheme, the Company has decided to withdraw the
Scheme. The Company Intends to revise and re-file the
Scheme within 90 days from the date of withdrawal.

36. PERFORMANCE EVALUATION OF BOARD.
COMMITTEES AND DIRECTORS

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

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

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

(ii) reviewed the performance ot the Chairperson of the Company,
taking into account the views of executive and non-executive
Directors: and

(iii) assessed the quality, quantity and timelines of flow of
information between the Company management and the
Board of Directors that was necessary for the Board of
Directors to effectively and reasonably perform their duties.

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

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

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

37. HUMAN RESOURCES

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

38. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY

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

39. POLICY ON INSIDER TRADING

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

40. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

41. NOMINATION AND REMUNERATION POLICY

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

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

42. INFORMATION REQUIRED UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REPRESSAU ACT. 2013

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

All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The following is a summary of
sexual harassment complaints received and disposed of
during the year:

a. Number of complaints pending at the beginning of the year:
Nil

b. Number of complaints received during the year: Nil

c. Number of complaints disposed off during the year: Nil

d. Number of cases pending for more than ninety days: Nil.

43 STATEMENT ON OPINION OF THE BOARD REGARDING
INTEGRITY. EXPERTISE. EXPERIENCE. AND
PROFICIENCY OF INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR

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

The Board further affirms that the appointment of the
independent directors has been made in accordance with the
criteria laid down under the Companies Act, 2013 and that
these directors have effectively contributed to Board

deliberations and committee work through their independent
judgment and strategic insights.

44. INTERNAL CONTROL SYSTEMS

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

45. DISCLOSURES UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016

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

46. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

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

47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time.
Necessary measures have been taken to ensure that all

eligible women employees are provided with the prescribed
maternity benefits and entitlements under the Act.

48. DISCLOSURE

As per the SEBI (LODR) Regulations, corporate governance
report with auditors' certificate thereon and management
discussion and analysis are attached, which form part of this
report. Details of the familiarization programme of the
Independent Directors are available on the website of the
Company www.avonmorecapital.in Policy for determining
material subsidiaries of the Company is available on the
website of the Company www.avonmorecapital.in. Policy on
dealing with related party transactions is available on the
website of the Company www.avonmorecapital.ln

The Company has formulated and published a Whistle Blower
Policy to provide Vigil Mechanism for employees including
Directors of the Company to report genuine concerns. The
provisions of this policy are in line with the provisions of the
Section 177(9) of the Act and the SEBI (LODR) Regulations.

49. ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
For Avonmore Capital & Management Services Limited

Ashok Kumar Gupta Govind Prasad Agrawal

Managing Director Director

DIN:02590926 DIN:00008429

Place: New Delhi

Date: August 30, 2025