Dear Members,
Your Directors are pleased to present the 33rd Annual Report
on the operational and business performance of the Company together with the Audited
Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st
March, 2025.
1. FINANCIAL SUMMARY / HIGHLIGHTS
The summarized financial performances for the Financial Year ended
March 31, 2025 are as under:
(Rs. In Lakhs)
| Particulars |
2024-2025 |
2023-2024 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Total Income |
2450.85 |
18,156.42 |
995.69 |
12,699.41 |
| Profit before Finance cost and Depreciation |
2256.24 |
5302.67 |
627.03 |
2,917.32 |
| Less: Finance cost |
632.26 |
332.76 |
697.85 |
354.25 |
| Profit before Depreciation |
1623.98 |
4969.91 |
(70.83) |
2,563.07 |
| Less: Depreciation |
11.62 |
470.05 |
7.16 |
375.87 |
| Profit before Exceptional Items |
1612.36 |
3,412.50 |
(77.98) |
1,339.20 |
| Profit before Tax |
1612.36 |
4,499.86 |
(77.98) |
2,187.20 |
| Less: Current Tax |
216.13 |
755.60 |
7.08 |
277.51 |
| Income Tax for earlier years |
-7.08 |
-4.36 |
11.32 |
10.99 |
| Deferred Tax |
30.34 |
0.88 |
(88.38) |
(109.36) |
| Profit after Tax |
1,372.98 |
3,758.01 |
(8.01) |
2,008.06 |
| Other comprehensive Income |
-260.10 |
-270.32 |
711.27 |
752.91 |
| Total Comprehensive Income |
1,112.88 |
3,487.69 |
703.26 |
2,760.97 |
Financial Highlights of Subsidiaries/Associates
(Rs. In Lakhs)
| Particulars |
2024-25 |
|
Total Income |
Total Expenses |
Profit/(Loss) for the year |
| Almondz Global Securities Limited |
3,511.44 |
3,213.95 |
222.45 |
| *Almondz Finanz Limited |
732.44 |
389.17 |
217.79 |
| Anemone Holdings Private Limited |
1901.15 |
1416.66 |
366.16 |
| Acrokx Reality Private Limited |
Nil |
1.04 |
(1.04) |
| Apricot Infosoft Private Limited |
19.15 |
10.80 |
4.02 |
| Avonmore Developers Private Limited |
27.43 |
0.54 |
26.88 |
| Red Solutions Private Limited |
Nil |
113.94 |
(105.46) |
| Glow Apparels Private Limited |
Nil |
1.08 |
(0.96) |
| Premier Green Innovations Private Limited |
70,262.22 |
67,891.95 |
2,220.95 |
PERFORMANCE REVIEW AND THE STATE OF 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 Flow
Statement for the year ended March 31, 2025 is annexed hereto.
7. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the
financial position of the Company which has occurred between the end of the financial year
of the Company and the date of this Report.
8. RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC
within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company
continues to comply with all the requirements prescribed by the Reserve Bank of India as
applicable to it.
9. SHARE CAPITAL
During the year, the Company has not issued any shares, except that,
pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any,
of the Companies Act, 2013, the Board of Directors of the company at their meeting held on
10th May, 2024 and approval of the shareholders of the Company through postal
ballot on 14th 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
10th May, 2024 has approved the Sub-Division/ Split Of Existing 1 (One) Equity
Share Of Face Value Of Rs. 10/-(Rupees Ten Only) Each Fully Paid Up Into 10 (Ten) Equity
Shares Of Face Value Of Rs. 1/- (Rupee One Only) Each Fully Paid Up.
w.e.f. 28th 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 13th January, 2025, allotted 4,86,52,541 Equity Shares of Issue Price
of Rs. 10/- per Equity Shares aggregating upto Rs. 4865.25 Lakhs opened for subscription
on December 23, 2024 and the subscription closed on January 06, 2025 pursuant to the Right
Issue.
As on date of this Report the Authorized, Issued, Subscribed and Paid
up share capital is as follows:
| Particulars |
No of Shares |
Amount |
| Authorized Share Capital |
34,00,00,000 |
34,00,00,000 |
| Issued & Subscribed Capital |
29,59,78,541 |
29,59,78,541 |
| Paid up Capital |
28,21,84,741 |
28,21,84,741 |
*Difference in subscribed and paid up capital is on account of
forfeiture of 1,37,93,800 equity shares
10. CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the
Company.
11. PUBLIC DEPOSITS
Your Company had neither accepted any Public Deposits during the year
nor does the Company have any plan to accept any deposits from the public
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES
As on March 31, 2025 your Company has the following entities as its
subsidiaries and Associates: a. Acrokx Reality Private Limited b. Almondz Global
Securities Limited c. Red Solutions Private Limited
d. Apricot Infosoft Private Limited e. Avonmore Developers Private
Limited f. Anemone Holdings Private Limited g. Glow Apparels Private Limited h. Almondz
Finanz Limited
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a Company s Subsidiary or
Subsidiaries, Associate Company or Companies in the prescribed format AOC-1 which form
part of the Annual Report as Annexure-I. Further, pursuant to the provisions of Section
136 of the Act, the financial statements of the Company, consolidated financial statements
along with relevant documents and separate audited financial statements in respect of
subsidiaries, are available on the Company s website at www.avonmorecapital.in.
13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR
CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, there has been no company which become or
ceased to be subsidiaries, joint ventures or associate companies.
14. MATERIAL SUBSIDIARY
Almondz Global Securities Limited, Anemone Holdings Private Limited
& Almondz Finanz Limited is a material subsidiary of the Company as per the thresholds
laid down under the Listing Regulations. The Board of Directors of the Company has
approved a Policy for determining material subsidiaries which is in line with the Listing
Regulations as amended from time to time. The Policy was revised effective from May 30,
2025 in line with the amendments made to the Listing Regulations. The Policy has been
uploaded on the Company s website at
http://www.avonmorecapital.in/pdf/material_policy.pdf.
15. PERFORMANCE OF SUBSIDIARIES COMPANIES
Almondz Global Securities Limited (Subsidiary Company)
Almondz Global Securities Limited (AGSL) is a leading advisory and
consultancy firm since 1994 which offers a bouquet of services in the Strategic Advisory,
Transaction Advisory, Business Transformation Advisory, Turnaround and restructuring, Risk
advisory, Insolvency activities, Capital raising advisory both in Equity and Debt markets,
Valuation services for Financial assets Wealth management advisory and Equity broking.
Almondz was set up by a team that was young, aggressive and hungry for opportunities to
make profitable deals. With the help of rapidly evolving business models and the
flexibility to adapt to the demands of a changing marketplace, Almondz has been able to
deftly navigate through the Indian Business landscape. Ever since it s foundation over two
decades ago, Almondz has been able to make its mark in the financial services sector.
Responding to changing business dynamics, the group has pivoted to a
more diversified structure of business in the recent past. During the years, Almondz has
evolved as a Consulting
Company, known for its ability to deliver tangible results The Company
is poised to become a company with well-diversified business undertakings, focused on
building strong businesses, creating value and nurturing leadership. Every arm of the
group is being led by young, vibrant leaders with an attention to ethical and legal
practices. As an enterprise Almondz strives to adapt and re-invent itself as the market
evolves, with the ultimate goal to create value for our clients, shareholders and
employees at every step. Almondz Global Securities Limited has floated different
subsidiary and associate entities to serve the operational purpose of the group. For more
details, please visit Website: www.almondzglobal.com
STEP DOWN SUBSIDIERIES
Almondz Global Infra-Consultant Limited (Stepdown Subsidiary)
Almondz Global Infra-Consultant Limited (AGICL) is an ISO 9001 : 2015
certified company, a Public Limited Company and Wholly Owned Subsidiary of Almondz Global
Securities Limited(AGSL). AGICL provides Consultancy Services in multiple infrastructure
sectors especially in Roads, Bridges, Highways & Tunnels, Smart Cities, Urban
Infrastructure, Water & Waste Water, Tourism, Railways & Metro Rail, Ports
& Inland Waterways & Airport. AGICL has been providing services
from concept to commissioning like project concept Development, Project structuring,
Transaction Advisory Planning, Designing, Engineering, Project Management Consultancy,
Supervisionas well as Independent Engineers, safety audits and Operation & Maintenance
Services, which has helped AGICL to establish itself as one of the fastest growing Infra
consultancy company in the Country. AGICL has completed more than 50 projects in the
sector of Road and Highways, Transportation, Urban Infrastructure, water & waste water
management, and is currently handling more than 100 projects in multiple sector like Road
and Highway (Feasibility, DPR, Project supervision, Proof checking Safety Audit), Smart
city (Conceptualization, planning and implementation), Transaction Advisory, Urban
Infrastructure, Tourism etc. AGICL derive strength from its in house team of qualified and
experienced professionals in various fields to ensure timely execution of the projects.
AGICL employs Qualified professionals in various Fields, who are committed to deliver
Quality work with in Budgeted time and cost. AGICL is having Pan India presence and
empaneled with more than 30 Government department and agencies. AGICL has been
consistently taking initiatives to improve the functional efficiency and remain in sync
with the increase in growth of business. Implementation of ERP system and making
collaboration with renowned international firms as knowledge partners are some of the
recent strategic moves initiated by the company to bring more efficiency in the operation
and to ensure better corporate governance. For more details, please visit Website:
www.almondzglobalinfra.com
Premier Green Innovations Private limited (Associate of Subsidiary)
Premier Green Innovations Private limited started its operations in
2015 with the objective of manufacturing and selling Alcoholic Beverages high quality
grain ENA/ Ethanol and other alcohol products. The Registered office of the Company is
located at F-33/3, Okhla Industrial Area, Phase-II, New Delhi-110020. The Company has a
state of the art grain based Distillery with expanded capacity of 85 KLPD and Modern
Bottling Plant for Indian Made Foreign Liquor and Country Liquor at Plot No-1, Sansarpur
Terrace, Industrial Area, Phase-III, District-Kangra, Himachal Pradesh-176501. The plant
is equipped to meet Zero Liquid Discharge (ZLD). The company is setting up 200 KLPD
dedicated Ethanol Plant at its existing unit in HP. The Company is FSSC 22000 (Version
4.1): ISO TS 22002- 1:2009 certified and is focused in ensuring Total Quality Management.
The Company has laid emphasis on eco-friendly production & strives to excel through
implementation of latest technology. Since inception, the Company has seen quick rise
through operational excellence, customer satisfaction and forward integration of bottling
operations along with sales and distribution of liquor brands. The Company is interested
to set up a Greenfield project for manufacturing and supply of Fuel Ethanol in the state
of Odisha up to 250 KL per day to be able to increase Ethanol supply and contribute to
achieve the national targets of 10% blending.
For more details, please visit Website: https://paplgroup.com/ home.php
Almondz Finanz Limited (Wholly Owned Subsidiary)
Almondz Finanz Limited (AFL) was incorporated in 2006 as a wholly owned
subsidiary company of Almondz Global Securities Limited. AFL is registered with Reserve
Bank of India as a non-deposit accepting Non-Banking Financial Company (NBFC-ND) engaged
in providing loans to corporate as well as trading of debt and equity. For more details,
please visit Website: www.almondz.com
Skiffle Advisory Services Limited (Stepdown Subsidiary)
Skiffle Advisory Services Limited (SASL), was incorporated in December,
2012 with the main objective of setting up Super-Specialized Eye Care Centres in and
around Delhi/ NCR. The Company at present is running four eye centres in Delhi and Uttar
Pradesh under the brand of Itek Vision Centre by providing state-of-the art technology,
maintaining high standard of ethical practice and professional competency with emphasis on
transparency and highest level of hospitality. The Company has adopted the latest means to
meet the norms, rules, and regulations set by local, State, and national authorities. The
centres are specialised in Cataract, Glaucoma, Paediatric, Neuro-ophthalmology, Cornea,
Retina, LASIK and Oculoplasty services. For more details, please visit Website:
www.itekvisioncentre.com
Almondz Financial Services Limited (Stepdown Subsidiary)
Almondz Financial Services Limited is a well-diversified financial
services company which offers a broad range of financial products and services including
investment banking, corporate advisory, valuation services, wealth advisory and research
analyst to a substantial and varied client base including Corporate, Institutional, High
Net Worth individuals and Retail clients. The company team has experienced management
professionals with a deep understanding of the current business landscape. The Company s
corporate governance model is rooted in ethical practices with a robust structure of
internal checks and balances The Company provides service to its clients through a network
of 6 fully functional offices spread across the country along with 20,000+ registered Sub
Brokers. For more details, please visit Website: https://almondzfinancial.com/
North Square Projects Private Limited (Stepdown Subsidiary)
North Square Projects Private Limited (NSPPL) is a wholly owned
subsidiary of Almondz Global Securities Ltd as was promoted on 6th August 2012 as a
Special Purpose Vehicle (SPV) to enter into a Joint Venture for taking up the distillery
and bottling business in the name of Premier Alcobev Private Limited. For more details,
please visit Website: www.almondz.com.
Almondz Commodities Private Limited (Stepdown Subsidiary)
Almondz Commodities Pvt. Ltd is a subsidiary of Almondz Global
Securities Ltd. With nationwide presence, it enables the retail & corporate investors
to diversify their portfolio and enjoy the benefits of commodity trading in MCX, NCDEX
& NSEL. It s research team empowers investors to make informed investment decisions.
The company offer commodity trading in Gold, Silver, Natural Gas & other commodities.
For more details, please visit Website: www.almondz.com
Avonmore Developers Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object of real estate developers
and allied activities. The Company is yet to start tis main business due to lack of
suitable opportunity in the market.
Glow Apparels Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to manufacture wearing
apparel. The Company is yet to start its main business due to lack of suitable opportunity
in the market.
Apricot Infosoft Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to carry on business in
computer related activities like maintenance of websites, creation of multimedia
presentations for other firms. The Company is yet to start its main business due to lack
of suitable opportunity in the market.
Anemone Holdings Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to act as holding Company
without taking NBFC activities.
Acrokx Reality Private Limited (Subsidiary)
The Company is involved in software publishing, consultancy and supply
[Software publishing includes production, supply and documentation of ready-made
(non-customized) software, operating systems software, business & other applications
software, computer games software for all platforms.
Red solutions Private Limited (Wholly owned Subsidiary)
The Company is involved in sale and leasing of shops, showrooms,
restaurants etc.
16. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to Meetings of the Board of Directors and General Meetings ,
respectively, have been duly followed by the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. DIRECTORS
As on March 31, 2025, the Board of Directors of your Company consist of
6 (Six) Directors. Their details are as follows:
| Name of the Directors |
Category |
| 1. Mr. Govind Prasad Agrawal |
Non-Executive, Non- Independent, Director & Chairman |
| 2. Mr. Ashok Kumar Gupta |
Managing Director |
| 3. Mr. Satish Chandra Sinha |
Non-Executive, Independent, Director |
| 4. Mrs. Neelu Jain |
Non-Executive, Independent, Director |
| 5. Mr. Rajkumar Khanna |
Non-Executive, Independent, Director |
| 6. Mrs. Ashu Gupta |
Non-Executive, Women Director |
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses, if any.
The Board was duly constituted in compliance with Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the
financial year ended March 31, 2025.
Resignation/Cessation
There has been no change in the composition of Board during the
financial year except that the following: In terms of provisions of Regulation 30 read
with schedule III of the Listing Regulations and Section 149 (11) of the Companies Act,
2013, this is to inform you that Mr. Shyam Sunder Lal Gupta & Mr. Ajay Kumar ceased to
be an Independent Director of the Company upon completion of their second term for 5
(five) Consecutive years w.e.f.
September 28, 2024
In Accordance with provision of Section 149(10) of the Companies
Act, 2013, Mr. Bhupinder Singh, ceased to be an Independent Director of the Company upon
completion of their first term for 5 (five) Consecutive years w.e.f. September 26, 2024
and due to his health condition, he expresses his unwillingness for re-appointment as an
Independent Director for second term.
Pursuant to the provisions of Sections 149, 161 & other
applicable provisions of the Act and SEBI LODR
Regulations, Mr. Satish Chandra Sinha (DIN No: 03598173) was appointed
as an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f.
August 14, 2024.
Pursuant to the provisions of Sections 149, 161 & other
applicable provisions of the Act and SEBI LODR
Regulations, Ms. Neelu Jain (DIN No: 00227058) was appointed as
an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f.
August 14, 2024.
Pursuant to the provisions of Sections 149, 161 & other
applicable provisions of the Act and SEBI LODR
Regulations, Mr. Raj Kumar Khanna (DIN No: 05180042) was
appointed as an Additional Director (Non-Executive & Independent) for a period of 5
years w.e.f. August 14, 2024.
B. RETIREMENT BY ROTATION
Mrs. Ashu Gupta
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mrs. Ashu Gupta, Director of the
Company is liable to retire by rotation for this year and being eligible, offer herself
for re-appointment as Director. Brief resume and other details of Mrs. Ashu Gupta, who is
proposed to be re-appointed as a Director of the Company have been furnished, with the
explanatory statement to the notice of the ensuing Annual General Meeting.
C. KEY MANAGERIAL PERSONNEL
As on March 31, 2025, Mr. Ashok Kumar Gupta, Managing Director, Ms.
Sonal, Company Secretary & Compliance Officer and Mr. Shakti Singh, Chief Financial
Officer are the Key Managerial Personnel of your Company in accordance with the provisions
of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
18. MEETINGS OF THE BOARD
During the year 5 (Five) meetings of the Board of Directors were held
i.e. May 10, 2024, May 30, 2024, August 14, 2024, November 13, 2024 and February 14, 2025.
For further details, please refer report on Corporate Governance
forming part of the Annual Report.
19. STATEMENT ON DECLARATION "CERTIFICATE OF
INDEPENDENCE" U/S 149(6) FROM INDEPENDENT DIRECTORS
The Board has Independent Directors and there is an appropriate balance
of skills, experience and knowledge in the Board to enable it to discharge its functions
and duties effectively. The Independent Directors have submitted disclosure that they meet
the criteria of independence as provided under Section 149(6) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
20. AUDIT COMMITTEE
As on 31st March, 2025, The Audit Committee comprises of two
Independent Directors and one Non-Executive Director viz., Mr. Satish Chandra Sinha
(Chairman), Mr. Govind Prasad Agrawal and Mrs. Neelu Jain as other members. More details
on the Audit Committee are given in Corporate Governance Report. All the recommendations
made by the Audit Committee were accepted by the Board.
It is informed that on account of Competition of Term of an Independent
Directors of Mr. Shyam Sunder Lal and Mr. Ajay Kumar, w.e.f. September 28, 2024, the Board
of Directors in their meeting held on 14.08.2024, reconstitute the audit committees by
inducting Mr. Satish Chandra Sinha & Mrs. Neelu Jain as one of the member of the
Committees in place of Mr. Shyam Sunder Lal and Mr. Ajay Kumar w.e.f. September 29, 2024.
The following are the members of the Audit Committee:
| Name of the Members |
Designation |
Category |
| 1 Satish Chandra Sinha |
Chairman |
Non- Executive & Independent Director |
| 2 Govind Prasad Agrawal |
Member |
Non- Executive & Non- Independent Director |
| 3 Neelu Jain |
Member |
Non- Executive & Independent Director |
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
22. LISTING
The Company is listed with BSE Ltd (BSE) and National Stock Exchange of
India Ltd (NSE). The Listing fees to the stock exchange for FY 2025-26 have been paid.
23. AUDITORS
A. STATUTORY AUDITORS:
In accordance with the provisions of Section 139 of the Act, at the
Annual General Meeting held on 29th 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 30th Annual General Meeting till the
conclusion of the 36th Annual General Meeting, at such remuneration and out of
pocket expenses, as may be decided by the Board of Directors of the Company on the
recommendation of the Audit Committee from time to time.
Further, the report of the Statutory Auditors along with notes to
Schedules for the year ended 31st March, 2025 forms part of this Annual Report. The
Auditors Report does not contain any qualification, reservation or adverse remark.
B. SECRETARIAL AUDITORS:
In terms of section 204 of the Companies Act, 2013 and Rules framed
thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s
Neeraj Gupta & Associates, Company Secretaries in Wholetime Practice, as the
Secretarial Auditors of the Company for the financial year 2024-25. The Report of the
Secretarial Audit Report is annexed herewith as Annexure-II.
In terms of section 204 of the Companies Act, 2013 and Rules framed
thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s
Ashu Gupta & Co, Company Secretaries in Wholetime Practice, as the Secretarial
Auditors of the Almondz Global Securities Limited (AGSL) material subsidiary of the
Company for the financial year 2024-25. The Report of the Secretarial Audit Report is
annexed herewith as Annexure-III.
In terms of section 204 of the Companies Act, 2013 and Rules framed
thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s
Ashu Gupta & Co, Company Secretaries, in Wholetime Practice, as the Secretarial
Auditors of the Anemone Holdings Private Limited, material subsidiary of the Company for
the financial year 2024-25. The Report of the Secretarial Audit Report is annexed herewith
as Annexure-IV
In terms of section 204 of the Companies Act, 2013 and Rules framed
thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s
Ashu Gupta & Co,
Company Secretaries, in Wholetime Practice, as the Secretarial Auditors
of the Almondz Finanz Limited, material subsidiary of the Company for the financial year
2024-25. The Report of the Secretarial Audit Report is annexed herewith as Annexure-V
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
24. MAINTENANCE OF COST RECORDS
During the period under review, the provision of section 148 of the
companies Act, 2013 relating to maintenance of cost records does not applicable to the
Company.
25. REPORTING OF FRAUDS BY AUDITORS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.
26. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013, and
the rules made there under relating to conservation of energy, technology absorption do
not apply to your company as it is not a manufacturing Company.
However, your Company has been increasingly using information
technology in its operations and promotes conservation of resources.
There was no foreign exchange inflow or Outflow during the year under
review.
27. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personal) Rules, 2014 are provided in Annexure -VI.
28. CORPORATE GOVERNANCE
Your Company has complied with the Corporate Governance requirements
under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate
Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming
compliance of the Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance.
29. GROUP COMING WITHIN THE DEFINITION OF GROUPS
DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (54
of 1969)
The following persons constitute the Group coming within the definition
of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):
Mr. Navjeet Singh Sobti Navjeet Singh Sobti HUF
Mrs. Gurpreet Sobti
Innovative Money Matters Private Limited Almondz Global Securities
Limited Rakam Infrastructures Private Limited Mr. Shlok Singh Sobti Mr. Shabad Singh Sobti
Or any other Company, firm or trust promoted or controlled by the
above. The above disclosure has been made; inter alia, for the purpose of the Securities
and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were required to be transferred
to Investor Education and Protection Fund (IEPF).
Since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
31. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with section 134(3)(a)
of the Act read with Rules framed thereunder, the draft Annual Return as on March 31,
2025, is available on the Company s website and can be accessed through the following link
www.avonmorecapital.in
32. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
All contracts/ arrangements/ transactions entered into by the Company
during the Financial Year 2024-25 with related parties were incompliance with the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Company had obtained prior approval of the Audit Committee for all
the related party transactions during the Financial Year 2024-25, as envisaged in
Regulation 23(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
All related party transactions that were entered during the Financial
Year ended March 31, 2025 were on an arm???s length basis and were in the ordinary
course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013
were not attracted.
Further pursuant to Regulation 23(4) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has also obtained the prior
approval of the shareholders for the material related party transactions entered into by
the Company and its subsidiaries.
The details of material related party transaction entered into by the
Company during the Financial Year 2024-25 are enumerated in Form AOC-2 as annexed in
Annexure – VII under Section 134(3)(h) of the Companies Act, 2013, read with Rule
8(2) of The Companies (Accounts) Rules, 2014. In addition to above, the disclosure of
transactions with related party for the year, as per Indian Accounting Standard-24 (IND
AS-24), Related Party Disclosures is given in Note No. 41 of the Notes to the Standalone
Financial Statements section of the Annual Report.
The Company has in place, a Board approved Policy on Materiality and
Dealing with Related Party Transactions, which is available on the website of the Company
at: www.avonmorecapital.in
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Due to its low average profitability, the CSR is not applicable on the
Company for the period under review, the Board of Directors has constituted a Corporate
Social Responsibility Committee to undertake and supervise the CSR Activities of the
Company.
During the year under report, no meeting of the Committee was held.
Section 135 of the Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been amended substantially with effect from 22
January 2021.
In line with the said amendments, the Board of directors has amended
the existing policy. The policy including the composition of the CSR committee is uploaded
on the Company s website www.avonmorecapital.in
34. PARTCULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans given, Investments made, guarantees given and
securities provided to other Bodies Corporate or persons as covered under the provisions
of Section 186 of the Act are given in the Standalone Financial Statements.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND 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. 17th January, 2024.
Except that, the Board of Directors of Avonmore Capital
& Management Services Limited ("Company") at its meeting
held today, i.e. April 9, 2025, based on the recommendations of the Audit Committee had
approved composite scheme of arrangement ("Scheme") prepared and presented in
terms of the provisions of Section 230 to 232 and other applicable provisions, if any, of
the Companies Act, 2013 ("Act") read with Companies (Compromises, Arrangements
and Amalgamations) Rules, 2016, involving demerger of Broking Business ("Demerged
Undertaking") belonging to M/s Almondz
Global Securities Limited ("Demerged Company" or
"Transferor Company No. 1") with and vesting into M/s Almondz Broking Services
Limited ("Resulting Company"), wherein, the Resulting Company shall retain the
name of the Demerged Company, i.e., "Almondz Global Securities Limited".
Further, amalgamation of Demerged Company/Transferor Company No. 1 along with its
Remaining Business with and into M/s Avonmore Capital & Management Services Limited
("Transferee Company"), and furthermore amalgamation of Almondz Finanz Limited
("Transferor Company No. 2"), Apricot Infosoft Private Limited ("Transferor
Company No. 3"), Avonmore Developer Private Limited ("Transferor Company No.
4"), Anemone Holding Private Limited ("Transferor Company No. 5") and
Almondz Insolvency Resolutions Services Private Limited ("Transferor Company No.
6") with and into Avonmore Capital & Management Services Limited
("Transferee Company"), and their respective shareholders and creditors and to
approve the draft Scheme. The Scheme was filed with the Stock Exchanges to obtain their In
principle approval. The Company received information requirement letters form Stock
Exchanges which were replied to. However, in view of the ongoing requirements and
observations received from the Stock Exchange on the aforesaid Scheme, the Company has
decided to withdraw the Scheme. The Company intends to revise and re-file the Scheme
within 90 days from the date of withdrawal.
36. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Nomination and
Remuneration Committee and the Board of Directors have formulated a policy for performance
evaluation (same is covered under the Nomination and Remuneration Policy of the Company)
of its own performance, of various mandatory Committees of the Board and of the individual
Directors.
Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/
CIR/P/2017/004) dated January 5, 2017 issued a guidance note on Board Evaluation for
listed companies. In view of the same and in terms of Board approved Nomination &
Remuneration Policy of the Company, the Independent Directors in their separate meeting
held on May 30, 2025 under Regulation 25(4) of the Listing Regulations and Schedule IV of
the Companies Act, 2013 had:
(i) reviewed the performance of Non-Independent Directors and the Board
of Directors as a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking
into account the views of executive and non-executive Directors; and (iii) assessed the
quality, quantity and timelines of flow of information between the Company management and
the Board of Directors that was necessary for the Board of Directors to effectively and
reasonably perform their duties.
Further, in terms of the provisions of Regulation 19(4) read with Part
D of Schedule II of the Listing Regulations and Section 178 of the Companies Act, 2013,
the performance evaluation process of all the Independent and Non-Independent Directors of
the Company was carried out by the Nomination and Remuneration Committee in its meeting
held on May 30, 2025.
Further, in terms of Regulation 17(10) of the Listing Regulations and
Schedule IV of the Companies Act, 2013, the Board of Directors also in their meeting held
on May 30, 2025 carried out the performance evaluation of its own performance and that of
its Committees and of the individual Directors.
The entire performance evaluation process was completed to the
satisfaction of Board.
37. HUMAN RESOURCES
The Company believes that the quality of employees is the key to its
success. In view of this, it is committed to equip them with skills, enabling them to
evolve with technological advancements Considering the health and safety of employees and
advisories, orders and directions issued by State and Central Governments to restrict the
novel coronavirus, the Company implemented a work from home policy to ensure employee
safety.
38. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
A Risk Management Policy for the Company has been adopted by the Board.
The Company manages risk through a detailed Risk Management Policy framework which lays
down guidelines in identifying, assessing and managing risks that the businesses are
exposed to. Risk is managed by the Board through appropriate structures that are in place
at your Company, including suitable reporting mechanisms.
39. POLICY ON INSIDER TRADING
Your Company formulated and implemented a Code of Conduct for
Prevention of Insider Trading (Code) in accordance with the guidelines specified under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.
The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring
and Reporting of Trading by Insiders in terms of new Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed
the Company Secretary, as the Compliance Officer under the said Code responsible for
complying with the procedures, monitoring adherence to the Code for the preservation of
price sensitive information, pre-clearance of trade, monitoring of trades and
implementation of the Code of Conduct under the overall supervision of the Board of
Directors. The Code is available on the website of the Company at www.avonmorecapital.in
40. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 (9) & (10) of the
Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 Company has established a
Vigil Mechanism for its
Directors and employees to report their genuine concerns or grievances,
actual or suspected fraud or violation of the Codes of Conduct or policy. The said
mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards
against victimization of persons who use such mechanism. It also provides direct access to
the Chairman of the Audit Committee. The said policy is placed on Company s website at
www.avonmorecapital.in.
41. NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act,
2013, the Board of Directors have adopted a Policy on Directors appointment and
remuneration, including the criteria for determining qualification positive attributes
independence of a Director and other matters. The Remuneration policy for directors, Key
Managerial Personnel, Senior Management and all other employees is aligned to the
philosophy on the commitment of fostering a culture of leadership with trust. The
Remuneration policy aims to ensure that the level and composition of the remuneration of
Directors, Key Managerial Personnel and all other employees is reasonable and sufficient
to attract, retain and motivate them to successfully run the Company.
The said policy is uploaded on the website of the Company at
www.avonmorecapital.in.
42. INFORMATION REQUIRED UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
A policy on Prevention of Sexual Harassment of Women on working place
and the scope of which cover the whole group has been formulated and implemented. An
Internal Complaints Committee has been constituted to redress the complaints regarding
sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. The following is a summary of sexual harassment complaints received and
disposed of during the year: a. Number of complaints pending at the beginning of the year:
Nil b. Number of complaints received during the year: Nil c. Number of complaints disposed
off during the year: Nil d. Number of cases pending for more than ninety days: Nil.
43 . STATEMENT ON OPINION OF THE BOARD REGARDING
INTEGRITY, EXPERTISE, EXPERIENCE, AND PROFICIENCY OF INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
The Board of Directors is of the opinion that the independent directors
appointed during the financial year under review possess the highest standards of
integrity and bring with them the requisite expertise, relevant experience, and
proficiency in their respective fields.
The Board further affirms that the appointment of the independent
directors has been made in accordance with the criteria laid down under the Companies Act,
2013 and that these directors have effectively contributed to Board deliberations and
committee work through their independent judgment and strategic insights.
44. INTERNAL CONTROL SYSTEMS
Your Company internal control systems are designed to ensure
operational efficiency, accuracy and promptness in financial reporting and compliance with
Laws and regulations. The internal control system is supported by an internal audit
process for reviewing the adequacy and efficiency of the internal controls, including its
systems and processes and compliance with regulations and procedures. Internal Audit
Reports are discussed with the management and are reviewed by the Audit Committee of the
Board, which also reviews the adequacy and effectiveness of the internal controls. Your
Company internal control system is commensurate with its size, nature and operations.
45. DISCLOSURES UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
Your Company has filed neither any application nor any proceedings are
pending under the Insolvency and Bankruptcy Code, 2016 during the reporting year and as on
the date of this report, hence no disclosure is required under this section.
46. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF
Further, there are no details required to be reported with regard to
the difference between the amount of the valuation done at the time of one-time settlement
and the valuation done while taking loans from the Banks or Financial Institutions as your
Company has not made any settlement with any Bank or Financial Institutions since its
inception.
47. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time. Necessary measures have been taken to ensure that
all eligible women employees are provided with the prescribed maternity benefits and
entitlements under the Act.
48. DISCLOSURE
As per the SEBI (LODR) Regulations, corporate governance report with
auditors certificate thereon and management discussion and analysis are attached, which
form part of this report. Details of the familiarization programme of the Independent
Directors are available on the website of the Company www.avonmorecapital.in Policy for
determining material subsidiaries of the Company is available on the website of the
Company www.avonmorecapital.in. Policy on dealing with related party transactions is
available on the website of the Company www.avonmorecapital.in The Company has formulated
and published a Whistle Blower Policy to provide Vigil Mechanism for employees including
Directors of the Company to report genuine concerns. The provisions of this policy are in
line with the provisions of the Section 177(9) of the Act and the SEBI (LODR) Regulations.
49. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from shareholders, bankers, regulatory bodies and
other business constituents during the year under review. The Board of Directors also wish
to place on record their appreciation for the commitment displayed by all the employees
for their commitment, commendable efforts, team work and professionalism, in the
performance of the Company during the year.
| For and on behalf of the Board of Directors |
|
| For Avonmore Capital & Management Services Limited |
|
| Ashok Kumar Gupta |
Govind Prasad Agrawal |
| Managing Director |
Director |
| DIN: 02590928 |
DIN: 00008429 |
| Place: New Delhi |
|
| Date: August 30, 2025 |
|
|