Equity Analysis

dear members,

Your 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)

(Rs. In Lakhs)

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 2022-23 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.

Your Directors do not recommend payment of dividend.

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

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

7. Details of significant 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.

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 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

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.

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 and material orders passed by the ‘Annexure i' which forms part of this report.

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,andoperationalinformation, 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 theAnnexure 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 Act, 2013).

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.

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 fin ancial year ended March 31, 2023, is available on the Company's website and can be accessed at www.almondzglobal.com.

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

Keeping in line with SEBI guidelines, the company has been automating the customer on-boarding process. This will further enable the Company to reduce time-consuming 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.

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.

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. 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.

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. to satisfy and retain its customer base.

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

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

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

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, background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board.

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

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

Corporate Affairs

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

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.

Pursuant to the provisions of Section 204 of the Act and Thecultural Companiesand educational (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-iii."

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 nfra- i Consultant 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.

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.

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 ensure better corporate governance.. For more details, please visit Website: http://www. almondzglobalinfra.com

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 22-23 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/

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 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, Neuro-ophthalmology, Cornea, Retina, LASIK and Oculoplasty services. For more details, please visit Website: www. itekvisioncentre.com

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

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.

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

Almondz Insolvency Resolutions Services Private Limited was incorporated on 4th October, 2017. Almondz Global Securities Limited holds 33% shares in the said Company.

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.

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 self-explanatory and do not call for any further comments.

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 AnnualReport.certificateof Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

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.

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.

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

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 . 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 profit of the Company for that period;

iii) they have taken proper and 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

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.

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.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) care for 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

. thenotestothefinancial statements

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.

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.

You Directors confirm that there are no material changes and commitments, affecting the financial position of

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 differencebetween 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.

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.