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Almondz Global Securities Limited Proxy Solicitation & Information Statement 2026

Mar 13, 2026

61032_rns_2026-03-13_44727d50-a8a1-4ab8-aa22-3f0fd8c0c799.pdf

Proxy Solicitation & Information Statement

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Almondz Global Securities Ltd.

Ref: agsl/corres/Bse/NSE/25-26/60 March 13, 2026

The General Manager The Listing Department (Listing & Corporate Relations) National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai – 400051 Mumbai - 400 001

Sub: Corrigendum to the Notice of Extraordinary General Meeting

Dear Sir/Madam,

In reference to the caption subject matter and in continuation to our intimation dated February 28, 2026, please find enclosed herewith the Corrigendum to the Notice of Extra Ordinary General meeting (“EGM Notice”), dispatched to the shareholders on Friday, March 13, 2026 . This Corrigendum to the Notice of the EGM shall form an integral part of the Notice of EGM and from the date hereof, the Notice of the EGM shall always be read in conjunction with this Corrigendum.

Further, the Company has received observations from NSE, directing us to rectify and provide disclosure of the revised valuation report and to make an announcement under Regulation 30 of the SEBI (LODR) Regulations, 2015. Accordingly, the disclosure of the revised valuation report is mentioned as under:

https://www.almondzglobal.com/pdf/Valuation_Report_preferential_allotment.pdf

All other contents of the Notice of EGM, save and except as modified or supplemented by the Corrigendum shall remain unchanged.

The above documents are also available on the Company's website i.e. www.almondzglobal.com, on the website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com, respectively, and the website of Central Depository Services India Limited (CDSL) https://www.evotingindia.com/.

Kindly take the above information on your records.

Thanking you,

Yours Faithfully, For Almondz Global Securities Limited

Digitally signed by Ajay Pratap Ajay Pratap Date: 2026.03.13 15:32:07 +05'30'

Ajay Pratap Director Legal & Corporate Affairs & Company Secretary DIN: 10805775

Encl:a/a

Registered Office: Level-5, Grande Palladium, 175, CST Road, Off BKC Kalina, Santacruz(E), Vidyanagari Mumbai- 400098, Maharashtra, India. Tel. +91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3 Okhla Industrial Area Phase - II, New Delhi - 110020, India.

Tel.: + 91 1143500700 Fax: + 91 1143500735 CIN: L74899MH1994PLC434425 Email: [email protected], Website: www.almondzglobal.com

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Almondz Global Securities Limited CIN: L74899MH1994PLC434425 Registered Office: Level 5, Grande Palladium, 175 CST Road, Off BKC Kalina, Santacruz Mumbai – 400098, India Tel. + 91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3 Okhla Industrial Area, Phase –II, New Delh-110020 Tel. + 91 -11-43500700, Fax: +91 -11-43500735 Email id: [email protected] website: www.almondzglobal.com

CORRIGENDUM TO THE NOTICE OF EXTRA-ORDINARY GENERAL MEETING DATED 27[TH] MARCH, 2026

To, The Members of Almondz Global Securities Limited

An Extra-Ordinary General Meeting of the members of Almondz Global Securities Limited will be held on Friday, 27[th] March 2026 at 11.00 A.M. (IST) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”).

The Notice of the EGM was dispatched to the Shareholders of the Company on 28[th] February, 2026 in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circular issued by Ministry of Corporate Affairs and Securities Exchange Board of India.

The Company had filed applications with the stock exchange namely National Stock Exchange of India Limited (“NSE”) & BSE Ltd (BSE), for seeking “In-Principle Approval” in relation to the proposed preferential issue of convertible Warrants for which the approval of the shareholders is being sought. Thereafter, the Company has received observations from NSE and directed the Company to rectify / provide additional details through Corrigendum.

This corrigendum is being issued to inform the members of the Company about certain alterations/modifications made in the Special Resolution & Explanatory Statement of Special Resolution pertaining to Item No. 1 of EGM Notice dated 25[th] February, 2026 as detailed herein below:

  • 1.) In the second paragraph of the resolution, the relevant date shall be substituted and read as under:

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date pursuant to Regulation 161 of the SEBI (ICDR) Regulation in relation to the above mentioned Preferential issue of the fully convertible warrants is the Wednesday, 25[th] February 2026 , being the date, which is 30 (thirty) days prior to the date on which the extra-ordinary general meeting of Members is to be held to consider the Preferential Issue, i.e. Friday, March 27, 2026.

  • 2) The “Proprietary Trading” as mentioned in the Point No.2 under the head of “Objects of the issue” as given in point No. A of Explanatory Statement of Special Resolution pertaining to Item No. 1 as detailed in the said Notice shall be substituted and read as under:

Proprietary Trading

A portion of the Net Proceeds shall be utilized for the Company’s proprietary trading activities, in accordance with applicable laws and regulations.

Almondz Global Securities Limited operates through three principal business segments: (i) Debt and Equity Market Operations, (ii) Consultancy and Advisory Services, and (iii) Wealth Advisory and Broking

Activities. The Debt and Equity Market Operations segment primarily comprises the Company’s proprietary trading activities, which involve investments and trading in quoted equity shares, bonds issued by State Governments and corporate bodies, and units of mutual funds.

The portfolio size of the proprietary trading operations typically ranges between Rs. 50 crore and Rs. 80 crore, depending on market conditions and available capital. Funding for such activities is primarily sourced from the Company’s internal working capital, generated through operating income, and may also include restricted funding arrangements from internal and external sources, including unsecured loans or equity contributions from the holding company and borrowings from NBFCs under Loan Against Shares (LAS) facilities.

  • 2) The “Tentative timeline for utilisation from the date of receipt of funds” as mentioned in the head of “Utilisation of Issue Proceeds” as given in the Explanatory Statement of Special Resolution pertaining to Item No. 1 as detailed in the said Notice shall be substituted and read as under:

Tentative timeline for utilisation from the date of receipt of funds

Within twelve (12) months from the date of receipt of funds, including the application money received at the time of allotment of warrants as well as the balance amount received upon conversion of such warrants.

  • 3) The “Interim Use of Issue Proceeds” as mentioned in the Point No. A under the head of “Objects of the issue” as given in the Explanatory Statement of Special Resolution pertaining to Item No. 1 as detailed in the said Notice shall be substituted and read as under:

Our Company, in accordance with the policies established by our Board from time to time, will have flexibility to deploy the Net Proceeds in compliance with applicable laws and regulations. Pending utilization for the purpose described above, our Company intends to temporarily deposit the funds in the scheduled commercial banks included in the second schedule of Reserve Bank of India Act, 1934 as may be approved by our Board of Directors.

  • 4) TheIntention of Promoters/ Directors / Key Managerial Personnel or Senior Management to Subscribe to the Offer” as mentioned in the Point No. D in the Explanatory Statement of Special Resolution pertaining to Item No. 1 as detailed in the said Notice shall be substituted and read as under

Apart from the proposed allottees, none of the promoters, members of the promoter group, directors or the key managerial personnel or the senior management of the Company intend to subscribe to the Warrants.

  • 4) The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter mentioned in point no. I of Explanatory Statement of Special Resolution pertaining to Item No. 1 as detailed in the said Notice shall be substituted and read as under
S. No. Name of the Proposed Current Post Status
Allottee Status
1 Nandakumar Padma Non-Promoter Non-Promoter
  • 5) Relevant Date as mentioned in Point L in the Explanatory Statement of Special Resolution pertaining to Item No. 1 as detailed in the said Notice shall be substituted and read as under

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, the “Relevant Date” for the purpose of determination of floor price for the issue and allotment of Warrants is Wednesday, February 25, 2026, being the date 30 (thirty) days prior to the date on which the meeting of Members is held to consider the Preferential Issue, i.e. Friday, March 27, 2026 .

  • 6) Point No. M – Basis on which the price has been arrived at, as given in the Explanatory Statement of the Special Resolution pertaining to Item No. 1 of the said Notice, shall be substituted and read as under:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited (collectively referred to as the “Stock Exchanges”). The Equity Shares of the Company are frequently traded shares in terms of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”).

In terms of Regulation 164(1) of Chapter V of the SEBI ICDR Regulations, the issue price of the Warrants proposed to be allotted pursuant to the Preferential Issue shall be not less than the higher of the following:

a) The 90 trading days’ Volume Weighted Average Price (VWAP) of the Equity Shares quoted on the Stock Exchange preceding the Relevant Date, i.e., ₹16.57 (Rupees Sixteen and Fifty-Seven Paise only) per Equity Share (“90-day VWAP”); or

b) The 10 trading days’ Volume Weighted Average Price (VWAP) of the Equity Shares quoted on the Stock Exchange preceding the Relevant Date, i.e., ₹15.74 (Rupees Fifteen and Seventy-Four Paise only) per Equity Share (“10-day VWAP”); and

c) The price determined under the valuation report obtained from an Independent Registered Valuer, in terms of Regulation 166A of Chapter V of the SEBI ICDR Regulations, i.e., ₹13.84 (Rupees Thirteen and Eighty-Four Paise only) per Equity Share (“IRV Valuation”).

The Company has voluntarily obtained the valuation report from Rupinder Kaur, Independent Registered Valuer (Registration No. IBBI/RV/06/2023/15227). The valuation report can be accessed at the following link:

https://www.almondzglobal.com/pdf/Valuation_Report_preferential_allotment.pdf

It may be noted that Regulation 166A of the SEBI ICDR Regulations is not mandatorily applicable to the present Preferential Issue, as the proposed issue does not result in a change in control of the Company and the size of the issue does not exceed 5% of the post-issue fully diluted share capital of the Company. However, the Company has obtained the valuation report as a matter of good governance.

For the purpose of computation of the 90 trading days’ VWAP and 10 trading days’ VWAP, the share prices on the National Stock Exchange of India Limited, being the Stock Exchange with higher trading volume during the preceding 90 trading days prior to the Relevant Date, have been considered.

Further, the Equity Shares of the Company have been listed on the Stock Exchanges for a period of more than 90 days prior to the Relevant Date.

  • 7) Point No. T - Report of a Registered Valuer as given in Explanatory Statement of Special Resolution pertaining to Item No. 1 as detailed in the said Notice shall be substituted and read as under

Report of a Registered Valuer:

The price of the Warrants has been determined by taking into account the Valuation Report of an independent Registered Valuer (basis Valuation Report dated 31.12.2025). The name and address of the Registered Valuer appointed by the Company is as follows:

Ms. Rupinder Kaur, (Reg. No. IBBI/RV/06/2023/15227) in accordance with Regulation 166A of SEBI (ICDR) Regulations, 2018, Address: F-12, Ground Floor, Lajpat Nagar-1, Delhi-110024

It may be noted that Regulation 166A of the SEBI ICDR Regulations is not mandatorily applicable to the present Preferential Issue, as the proposed issue does not result in a change in control of the Company and the size of the issue does not exceed 5% of the post-issue fully diluted share capital of

the Company. However, the Company has obtained the valuation report as a matter of good governance .

Note: Except as referred above all other terms and contents of the EGM Notice shall remain unchanged.

We would like to inform all the members to cast their votes electronically during remote e-voting period from Tuesday, March 24, 2026 (09:00 A.M. IST) and will end on Thursday, March 26, 2026 (5:00 P.M. IST) or during the EGM to be held on Friday, 27[th] March 2026 , by considering the above corrigendum along with Notice of EGM.

This Corrigendum to the Notice of EGM shall form an integral part of the said Notice, which has already been circulated to the Shareholders of the Company, and on and from the date hereof, the Notice of EGM shall always be read in conjunction with this Corrigendum.

Accordingly, all concerned shareholders, Stock Exchanges, Depositories, Registrar and Share Transfer Agent, agencies appointed for e-voting, other Authorities, regulators, and all other concerned persons are requested to take note of the above changes.

This corrigendum is being uploaded on the website of the Company at www.almondzglobal.com and on the website of CDSL at www.evotingindia.com and on the website of Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com & BSE Limited www.bseindia.com

By the order of the Board of Directors For Almondz Global Securities Limited

Sd/Ajay Pratap Director Legal & Corporate Affairs & Company Secretary DIN: 10805775 Registered Office: Registered Office: Level 5, Grande Palladium, 175 CST Road, Off BKC Kalina, Santacruz Mumbai – 400098 Tel. + 91 22 67526699, Fax: +91 22 67526603 Corporate Office: F-33/3 Okhla Industrial Area, Phase –II, New Delh-110020 Tel.+ 91 -11-43500700, Fax: +91 -11-43500735 CIN: L74899MH1994PLC434425 Website: www.almondzglobal.com

Date: 13.03.2026 Place: New Delhi