Algoquant Fintech Ltd Directors Report

Dear Members,

Your directors are pleased to present the 62nd Annual Report of the Algoquant Fintech Limited (the "Company") along with the Companys Audited Financial Statements (standalone and consolidated) for the financial year ended on March 31, 2025.

Financial Highlights

(Rs. in Lakhs except per share data)

Particulars	Standalone
	2024- 25	2023- 24
Revenue from Operations	23,454.52	15,628.18
Other Income	4.12	31.32
Total income from Operations	23,458.64	15,659.50
Total Expenses	19,678.63	12,563.05
Profit before Taxation	3,780.01	3,096.45
Less: Tax Expenses	522.08	614.59
Profit after Tax	3,257.93	2,481.86
Other Comprehensive Income	12.84	2.68
Total Comprehensive Income for the period	3,270.77	2,484.54
Earnings Per Share	20.86	15.89

Financial Performance

In order to strengthen its market share, the Company has taken steps to improve the business, operation, personnels, technology and growth strategy. Besides, efficiency improvement and resource optimization have been followed vigorously across all the functions of the organization, across the country during the year. It is one of the fastest growing financial service-oriented Company in India.

During the year under review, the Company continued to focus on enhancing the capability of the organization, investment in personnel & technology, improve the size of Balance Sheet and towards the achievement of goals, the Company has been taking a number of initiatives.

Considering the scenario, the performance of the Company during the year under consideration was

reasonable.

Revenue from operations Rs. 23,454.52 Lakhs in FY 2024 - 25 which was 50.08% higher than the revenue of 15,628.18 Lakhs in FY 2023-24. The Profit before taxes during the year stood at Rs. 3780.01 Lakhs as against Rs. 3096.45 Lakhs in 2023-24, an increase of 22.07%. The Profit after tax during the year stood at 3257.93 as against Rs. 2,481.86 in 2023-24, an increase of 31.27%.

On a consolidated basis, your Company reports Revenue from Operations Rs. 23,470.18 Lakhs and a Profit after Tax Rs. 3,189.44 Lakhs for the year under review.

Dividend

To strengthen the financial position of the Company and immense growth opportunity for the organized service industry in India, the Board of Directors has decided to plough back the profits and do not recommend any dividend for the financial year ended March 31, 2025.

Transfer to Reserve

Your directors do not propose to transfer any amount to the General Reserve.

Material changes and commitments

Your company was involved into the Scheme of arrangement amongst Growth Securities Private Limited ("Demerged Company/GSPL"), Algoquant Investments Private Limited ("Amalgamating Company/ AIPL") and Algoquant Fintech Limited ("Resulting Company" / "Amalgamated Company/AFL") (together referred to as "Companies") and their respective shareholders and creditors ("Scheme") and the same has been approved by The Honble National Company Law Tribunal (Ahmedabad) (NCLT) vide its order dated October 3, 2024.

During the year 2024-25, the Company convened a meeting of secured and unsecured creditors pursuant to the directions of the Honble National Company Law Tribunal, Ahmedabad Bench (NCLT) on May 18, 2024 for the purpose of considering and approving the Scheme of amongst Growth Securities Private Limited (GSPL / Demerged Company), Algoquant Investments Private Limited (AIPL / Amalgamating Company) and Algoquant Fintech Limited (AFL / Resulting Company / Amalgamated Company) and their respective shareholders & creditors in accordance with the provision of Sections 230 to 232 read along with Section 66 and other applicable provisions of the Companies Act, 2013.

The Honble National Company Law Tribunal (Ahmedabad) (NCLT) accorded its approval vide its order dated October 3, 2024 to Composite Scheme of Arrangement (the "approved Scheme") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and the rules framed thereunder, a certified true copy of which was received by the Company on October 29, 2024. The Scheme, inter alia, provides for amalgamation of the holding company, Algoquant Investments Private Limited (hereinafter referred to as Amalgamating Company or AIPL) and Stock Broking Business referred to as "the Demerged Undertaking" as per the approved scheme, of Growth Securities Private Limited (hereinafter referred to as Demerged Company or GSPL) into Algoquant Fintech Limited on a going concern basis with effect from the appointed date of April 1, 2023. The Company has filed the Scheme with the Registrar of Companies on November 16, 2024. The Company is undertaking other necessary steps as required as per the approved scheme and the order of the NCLT dated October 3, 2024.

Further, the Company has received approval from the Securities Exchange Board of India (SEBI), the National Stock Exchange of India Limited (NSE), the Bombay Stock Exchange Limited (BSE) and the Multi Commodity Exchange of India Limited (MCX).

Pursuant to the Scheme of arrangement your Company has become Stock Broking entity but due to some regulatory and exchange guidelines, the stock broking business will be operational after getting the Membership from exchanges and DP license. Till that time Growth Securities Private Limited is doing business of stock broking on behalf of Algoquant Fintech Limited.

Capital Structure

As on March 31, 2025, the authorized share capital of the company is Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakh Only) comprising of 1,65,00,000 Equity Shares of Rs. 2/- (Two) each and 20,000 Redeemable cumulative preference shares having face value of Rs. 100/- (One hundred only) each, in accordance with the Scheme out of which the total issued, subscribed and paid- up equity share capital of the Company is Rs 3,12,32,892 (Rupees Three Crore Twelve Lakh Thirty-Two Thousand Eight Hundred Ninety-Two Only) divided into 1,56,16,446 Equity Shares at a face value of Rs. 2 (Two) each.

During the year under review, there was an increase in paid-up equity share capital pursuant to the Scheme of Arrangement, in accordance with the provisions approved by the Honble National Company Law Tribunal. The Company issuing and allotting equity shares as follows:

The Company has issued total 65,47,314 (Sixty-Five Lakhs Forty-Seven Thousand Three Hundred and Fourteen) Equity Shares of Rs. 2/- each. Classified as 43,66,314 (Forty-Three Lakhs Sixty-Six Thousand Three Hundred Fourteen Only) equity shares of Rs. 2 each to the shareholders of the Amalgamated Company and issued 21,81,000 equity shares of Rs. 2 each to the shareholders of the Demerged Company. The cross holding of 41,72,350 equity shares having face value of Rs. 2 per share hold by Algoquant Investments Private Limited" in "Algoquant Fintech Limited" were stand cancelled.

Pursuant to the Scheme of Arrangement, the Company has issued Bonus Shares in the in the proportion of 1 (One) new fully paid-up equity shares of Rs. 2/- each for every 2 (Two) existing fully paid-up equity share of Rs. 2/- each held by them (i.e. in the ratio of 1:2), the Company has allotted 52,05,482 (Fifty- Two Lakhs Five Thousand Four Hundred Eighty-Two Only) fully paid-up bonus equity shares of the face value of Rs. 2 each to the eligible members of the Company whose names appeared in the Register of Members / Register of the Beneficial Owners, as on the January 8, 2025, the Record Date fixed for this purpose.

During the year under reviewed, there was no issue of shares with differential voting rights.

Transfer to Investor Education and Protection Fund

The Company has not transferred any amount during the year 2024-25 to the Investor Education and Protection Fund under section 125 of the Companies Act, 2013.

Employee Stock Option Scheme

During the year, the Company has not implemented any Employee Stock Option Scheme under ESOP Regulations. Therefore, the information is not required to be disclosed under SEBI (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2025.

Bonus issue

Pursuant to the Scheme of Arrangement, the Company has issued 52,05,482 (Fifty-Two Lakhs Five Thousand Four Hundred Eighty-Two Only) fully paid-up bonus equity shares of the face value of Rs. 2 each during the year under review. These shares were allotted to eligible members whose names appeared in the Register of Members / Register of the Beneficial Owners, as on the January 8, 2025, the Record Date fixed for this purpose.

Change in the nature of the Business, if any

During the Financial Year 2024-25, there has been no change in the nature of the Companys business except Stock Broking business as stated above.

Indian Accounting Standards (Ind- As)

Financial Statements of your Company for the financial year ended March 31, 2025, are prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Secretarial Standards of ICSI

The Company has complied with the applicable Secretarial Standards (issued by the Institute of Company Secretaries of India) prescribed under Section 118(10) of the Companies Act, 2013 and also complying the other optional Secretarial Standards as applicable.

Internal Financial Controls System

The Company has in place an adequate system of internal controls commensurate with its size, scale and

complexity of its operations. The Company has in place policies and procedures required to properly and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records/statements in a timely and reliable manner.

The details of the internal control system are also given in the Management Discussion and Analysis

Report which is part of Annual Report.

Segment Reporting

The Board informs that Segment Reporting is not applicable to the Company. Subsidiary Companies, Joint Ventures and Associate companies Subsidiaries Companies:

The Company had 2 (Two) subsidiaries namely Growth Global Securities (IFSC) Private Limited and

*AQ Capital Services Private Limited incorporated on November 27, 2024.

Company has also incorporated Wholly Owned Subsidiary ("WOS") on June 13, 2025 Company with the name of "Algoquant Global Securities Private Limited".

*AQ Capital Services Private Limited had not commenced its operations till March 31, 2025. Accordingly, it has not been included in the financial statement and there has been no significant or material impact on the Companys financial statements.

Pursuant to the Scheme of arrangement Growth Global Securities (IFSC) Private Limited has become the subsidiary of Algoquant Fintech Limited. Further, pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries (including highlights of their performance and contributions to the overall performance of the Company) has been provided in Form AOC - 1 which forms part of this Annual Report.

During the financial year ended March 31, 2025, there is no material subsidiary of the Company whose turnover or net worth exceeds 10% of the consolidated turnover or net worth of the Company in the immediately preceding Financial Year.

As per Regulation 30(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Company has Policy for determination of materiality of events or information which is available on the website of the Company at https://

Joint venture and Associate company:

As on March 31, 2025, the Company does not have any Joint Venture and Associate Company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Deposits

During the year, your company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Auditors and Auditors Report Statutory Audit

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. OP Bagla & Co. LLP, (Regn. No. 000018N/N500091), Chartered Accountants, was appointed as the Statutory Auditor of the Company

from the conclusion of 59th Annual General Meeting till the conclusion of the 64th Annual General Meeting of the Company to be held in the year 2027.

M/s. OP Bagla & Co. LLP, Chartered Accountants, have submitted their Report on the Financial Statements (Standalone and Consolidated) of the Company for the Financial Year 2024-25, which forms part of this Annual Report 2024-25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/ comment from the Board of Directors. Further, there are no instances of any fraud reported by the Auditors of the Company in pursuance of section 143(12) of the Companies Act, 2013.

The notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments. The Auditor Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parth P Shah & Associates, Practicing Company Secretaries, as its Secretarial Auditor to conduct the Secretarial audit of the Company for the FY 2024- 25. The Secretarial Audit Report in form MR-3 is annexed herewith and also forms part of this Annual Report enclosed as Annexure ?€“ I . The secretarial audit report does not contain any qualifications, reservations or adverse remarks.

In terms of Regulation 24A of the Listing Regulations read together with Section 204 of the Act and the Rules framed thereunder, it is proposed to appoint M/s. Parth P Shah & Associates to conduct Secretarial Audit for 5 (five) consecutive years commencing from April 1, 2025.

M/s. Parth P Shah & Associates have consented to the said appointment. M/s. Parth P Shah & Associates have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI) and their appointment, if made, would be within the prescribed limits. The Audit Committee and the Board of Directors recommends the proposed appointment. Brief resume and other details of M/s. Parth P Shah and Associates are given in the Notice convening the 62nd AGM of the Company.

Conservation energy, Technology absorption, foreign exchange Earnings and Outgo

Conservation of energy:

Information on Conservation of energy as required under Section 134(3)(m) of the Act read with the Rules made thereunder is not applicable to the Company and hence, no annexure forms part of the Report.

Technology Absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted best in class technology across business, operations and functions. The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

Foreign Exchange Earnings and Outgo:

The Company is not indulged into export of goods/services. No activities relating to exports have been undertaken by the Company during the financial year 2024-25.

Annual Return

In accordance with Section 92(3) and section 134(3)(a) of the Companies Act, 2013, the Annual Return (Form MGT-7) of the Company for the financial year ended March 31, 2025, is available on the Companys website i.e.

Corporate Social Responsibility

Your Company operates on the belief that an organisation should exist to serve a social purpose and enhance the lives of people connected through its business. Your Company has a CSR Policy in place which aims to ensure that it continues to operate its business in an economically, socially and environmentally sustainable manner, while recognising the interests of all its stakeholders.

During the year under review, the Company was required to spent an Amount of Rs. 19,00,000 on CSR initiatives against which the Company has spent a sum of Rs. 14,00,000 on CSR initiatives for the financial year ended on March 31, 2025. A shortfall / unspent amount of Rs. 5,00,000 has been transferred in the PM Cares Fund as per activities mentioned in Schedule VII of Companies Act, 2013. The Annual Report on CSR activities, containing details of CSR expenditure etc., is enclosed as Annexure ?€“ II to this Report.

During the year under review the Company was into the process of Scheme of Arrangement between Growth Securities Private Limited ("Demerged Company) and Algoquant Investment Private Limited ("Amalgamating Company") and Algoquant Fintech Limited ("Resulting Company / Amalgamated Company"). While calculating the average net profit for preceding three financial years, the Company had initially considered only the profits of Algoquant Fintech Limited. However, as the scheme became effective from April 1, 2023, profits of Growth Securities Private Limited were subsequently merged into Algoquant Fintech Limited. As a result, CSR obligation has been increased leading to a shortfall of Rs. 5 Lakhs in CSR contribution.

The salient features of the CSR Policy of your Company are enclosed as Annexure - III to this Report and the complete policy has been uploaded on the website of your Company at . com/storage/media/174823586490.pdf .

There has been no change in the CSR Policy during the year under review.

Directors and Key Managerial Personnel

The changes in Directors and Key Managerial Personnel (KMP) during the financial year March 31, 2025,

were as under:

1. In accordance with provisions of Section 152 of the Act read with Rules made thereunder, Mr. Himanjal Jagdishchandra Brahmbhatt (DIN: 00049679), Non- Executive Director is liable to retire by rotation at the 62nd Annual General Meeting and being eligible and offers himself for re-appointment.

With effect from June 1, 2025, Mr. Dhruv Gupta was appointed as Whole-time Director (liable to retire by rotation) for a period of 5 (five) consecutive years.

All the Independent Directors have submitted their declaration to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent as applicable).

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the board, independent directors possess requisite integrity, expertise, experience and

proficiency and are independent of the management of the company.

Key Managerial Personnel in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2025 are as follows:

Mr. Devansh Gupta: Managing Director

Mr. Yogesh Gusain: Chief Financial Officer

Ms. Barkha Sipani: Company Secretary & Compliance Officer

With effect from end of business hours on May 31, 2025, Ms. Barkha Sipani has resigned from the post of Company Secretary and Compliance officer.

With effect from June 1, 2025, Mr. Krishna Kumar Yadav was appointed as the Company Secretary and Compliance Officer of the Company and Key Managerial Personnel.

Board Induction, Training and Familiarization programme for Independent Directors

Pursuant to Regulation 25(7) and 46(2) of the Listing Regulations, the Company Prior to the appointment of an Independent Director, sends a formal invitation along with a detailed note on the profile of the Company, the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which inter alia explains the role, functions, and responsibilities expected of him/her as a Director of the Company is given. The Director is also explained in detail about the various compliances required from him/ her as a director under the various provisions of the Companies Act 2013, Listing Regulations, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and Financials of the Company. They are also provided presentations/booklets about the business and operations of the Company.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. The details of the Board familiarization programme for the Independent Directors can be accessed at

All the Independent Directors have submitted their declaration to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent as applicable).

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014

Performance Evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Listing Regulations and Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017. The Nomination and Remuneration Committee of the Company oversees the annual self-evaluation of the Board including Committee thereof and of Individual Directors. It reviews and discusses all matters pertaining to performance of all Directors including Independent Directors, periodically as may be necessary, on the basis of the detailed performance parameters set forth. The Committee also periodically evaluates the usefulness of such performance parameters and makes necessary amendments.

The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the policy, they include:

Attendance

Preparedness for the meeting

Staying updated on developments

Active participation in meetings

Constructive contributions/positive attributes

Engaging with and challenging management team without being confrontational or obstructive

Protection of stakeholder interests, Contribution to strategic planning, Carrying out responsibilities as per the code of conduct

Familiarity with the objects, operations and other functions of the Company

Overall performance and contribution of directors at meeting

Directors adherence to high standard of integrity, confidentiality and ethics.

The annual evaluation of performance of the Board of Directors, its committees, chairman and individual directors for the reporting year was conducted in accordance with the provisions of the Act and the Listing Regulations.

Number of Meetings of Board

The Board of Directors held ten (10) meetings during the year on the following dates: April 15, 2024, May 30, 2024, August 13, 2024, October 08, 2024, November 11, 2024, November 30, 2024, December

12, 2024, January 09, 2025, January 22, 2025 and February 14, 2025. The maximum time gap between any two meetings was less than 120 days.

The details of Board Meetings held and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

Committees of the Board

The Committees play a vital role in the effective compliance and governance of the Company in line with their specified and distinct terms of reference and role and responsibilities in accordance with the requirements of the Listing Regulations, the Act and other applicable provisions.

The Company has various Board level committees in accordance with the requirements of Companies Act 2013, as given below:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees along with the changes thereof are given in the Corporate Governance Report, which forms integral part of this Annual Report.

Further, during the year under review, all recommendations made by the Committee have been accepted by the Board. The Chairman of the respective Committees report to the Board on the deliberations and decisions taken by the Committees.

Whistleblower policy/ Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has formulated a Whistle Blower Policy/ Vigil Mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report.

The Whistleblower Policy/ Vigil Mechanism is available on the Companys website at algoquantfintech.com/investors.

Remuneration Policy

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Remuneration Policy. The Remuneration Policy, inter-alia, includes the appointment criteria & qualification requirements, process for appointment & removal, retirement policy, remuneration structure, etc. of the Directors including Managing Director and Whole Time Director(s), Key Managerial Personnel and other senior management personnel of the Company.

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the executive and at the board levels. The remuneration policy seeks to employ people who not only fulfil the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The remuneration policy also seeks to provide well-balanced and performance related compensation packages, taking into account shareholder interests, industry standards and relevant regulations.

The salient features of the policy have been detailed in the Corporate Governance Report, which forms

part of this Annual Report.

The policy is available on the companys website

Related Party Transactions

During the financial year ended March 31, 2025, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arms length. During the year the Audit Committee had granted an omnibus approval for transactions which were repetitive in nature for one financial year and all such omnibus approvals were reviewed by the Audit Committee on a periodic basis. All related party transactions were placed in the meeting the Audit Committee and the Board of Directors for their review and approval.

Your Companys policy on related party transactions, approved by the Board, can be accessed at: algoquantfintech.com. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is appended as Annexure - IV to this report.

Particulars of Loans Given, Investment Made, Guarantees Given or Security Provided

During the year ended March 31, 2025, the Company has made an investment and granted loan in accordance with section 186 of the Companies Act 2013 and details thereof are given in the notes to financial statements for the year ended March 31, 2025.

Particulars of Employees and Managerial Remuneration

The information of employees and managerial remuneration, as required under Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this report as Annexure - V .

Management Discussion and Analysis

In terms of the provisions of Regulation 34(2) read with Schedule V of the Listing Regulations, the

Management Discussion and Analysis is set out in this Annual Report as Annexure ?€“ VI . Corporate Governance Report

The Company firmly believes in adhering to Corporate Governance codes to ensure protection of its investors interest as well as healthy and sustainable growth of the Company. It upholds and adheres to highest standards of Corporate Governance and the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance for the Financial Year 2024-25 is enclosed as Annexure - VII

to this Report.

Risk Management System

The Company has developed and implemented a risk management policy which is periodically reviewed by the management. The risk management process encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. Besides exploiting the business opportunities, the risk management process seeks to minimize adverse impacts of risk to key business objectives.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

No complaint was filed with the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year 2024-25. Further, no complaint was pending with the Company as at the beginning and end of the Financial Year 2024-25 under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints Committee

under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Listing on Stock Exchange

Shares of the company are listed on at BSE Limited (BSE). The company has paid annual listing fees to the exchange for the financial year 2024-25 and 2025-26.

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai - 400001

Scrip Code: 505725

Demat ISIN Number: INE598D01035

Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Dividend Distribution policy is available on the Companys website at https://

Code of Conduct

The Company has a robust and effective framework for monitoring compliances with applicable laws within the organization and providing updates to Senior Management and the Board periodically. The Audit Committee and the Board of Directors periodically reviews the status of the compliances with the applicable laws.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility statement, the Directors confirm that:

in the preparation of the annual accounts for the year ended March 31, 2025 the applicable accounting standards have been followed and no material departures have been made there from.

the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the year ended March 31, 2025

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

the directors had prepared the annual accounts on a going concern basis.

the directors have laid down effective internal financial controls to consistently monitor the affairs of the Company and that such internal financial controls were adequate and operating effectively.

the directors have devised a proper system to ensure compliance with the provisions of all

applicable laws and the same are adequate and operating effectively.

Compliance of the provisions relating to The Maternity Benefit Act, 1961

Your Company is in compliance with The Maternity Benefit Act, 1961, as amended from time to time, for the year under review.

Other Disclosures

There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the Company as a going concern and/or companys operations.

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

As per the provisions of the Section 148(1) of the Companies Act, 2013 the Company is not required to maintain cost Records. Accordingly, such accounts and records are not made and maintained.

During the Year ended March 31, 2025, the Company has not made any one-time settlement with any Bank or Financial Institutions.

There are no such frauds reported by auditor under section 143 (12) which are committed against the Company by directors, officers or employees of the Company.

A compliance certificate under Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 by Managing Director and Chief Financial Officer is attached as Annexure - VIII .

Acknowledgements

The Board takes this opportunity to express its appreciation for the support and co-operation extended by our various stakeholders, bankers, dealers, vendors and other business partners. The Board gratefully acknowledges the ongoing co-operation and support provided by all Statutory and Regulatory Authorities.

The Board also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers, employee unions and staff of the Company resulting in the successful performance of the Company during the year. The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders

By the order of the Board of Directors For Algoquant Fintech Limited

Place: New Delhi	sd/- Devansh Gupta	sd/- Dhruv Gupta
Date: 03.07.2025	Managing Director	Director
	DIN: 06920376	DIN: 06920431