Dear Members,

it gives me immense pleasure to share with you the performance of your company along with audited

financial statements for the financial year ended March 31, 2024.

1. State of Company Affairs

i) Our revenues primarily consist of revenue from trading of securities/financial instruments, income from interest and dividend etc. Main object of the Company is inter alia to carry on Business activities of trading in securities/financial instruments.

ii) In order to make the combined financial strength, consolidation of funds and resources, faster expansion of the business operations, resource optimization, consolidation of the complementing strengths, optimization of working capital utilization and stronger financial leverage, improved balance sheet, streamline the group holding structure, stock broking business undertaking under the ambit of listed entity, consolidation of cross location talent pool and an extensive pan india network for deeper market penetration, among others, the Board of directors of the Company in last Financial Year 2022-23, at the board meeting held on March 10, 2023 have inter alia considered and approved the draft 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"), which entails (i) Demerger of Stock Broking Business Undertaking (as more explicitly defined in the Scheme) of the Demerged Company into the Resulting Company and (ii) Amalgamation of Amalgamating Company into and with the Amalgamated Company and (iii) Reorganization of Equity Share Capital of the Resulting Company / Amalgamated Company, in the manner set out in the Scheme; pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder including but not limited to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, read with Section 2(19AA), Section 2(1B) and other applicable provisions of the income Tax Act, 1961.

iii) Financial Results/Summary

The operating results of the Company for the year under review are as follows:

2. Operations Review

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. During the year under review, the Company has earned a total revenue of Rs. 6482.69 Lakh.

3. Dividend

implementation of landmark reforms and immense growth opportunity for the organized service industry in India, your directors intend to retain previous internal accrual for business growth of the Company.

in view of the planned business growth for the Company, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the financial year ended March 31, 2024.

4. Transfer to Reserve

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

5. Material changes and commitments

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which might affect the financial position of the Company.

However, in the Financial Year 2022-23, the Board of the Company during Board meeting held on March 10, 2023 has inter alia approved 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"), which entails (i) Demerger of Stock Broking Business Undertaking (as more explicitly defined in the Scheme) of the Demerged Company into the Resulting Company and (ii) Amalgamation of Amalgamating Company into and with the Amalgamated Company and (iii) Reorganization of Equity Share Capital of the Resulting Company / Amalgamated Company, in the manner set out in the Scheme.

A joint First Motion Application for seeking directions under Section 230- 232 of the Companies Act, 2013 for the proposed Composite Scheme of Arrangement filled with Hon'ble National Company Law Tribunal- Ahmadabad. The said joint application has been e-filled on December 18, 2023 and physically filed on December 19, 2023. The Hon'ble NCLT in its order dated April 04, 2024, gives further instruction under section 230- 232 regarding Meetings of Shareholders and Creditors of all participating companies.

Thereafter, A joint Second Motion Application is filled with Hon'ble National Company Law Tribunal- Ahmadabad. The said joint application has been filled on May 27, 2024 and the Hon'ble National Company Law Tribunal-Ahmedabad reserved the order by approving the scheme dated 22nd August, 2024 and the same has been pronounced the order dated 3rd October, 2024.

6. Capital Structure

As on 31st March 2024, the authorized Share Capital of the company is Rs. 2,50,00,000/- (Rupees Two Crore Fifty Lakh Only) comprising of 1,15,00,000 Equity Shares of Rs. 2/- (Two) each and 20,000 Preference Shares of Rs. 100/- (One hundred only) each out of which the total issued, subscribed and paid- up equity share capital of the Company is Rs 1,60,72,000 (Rupees One Crore Sixty Lakh Seventy-Two Thousand only) divided into 80,36,000 Equity Shares at a face value of Rs. 2 (Two) each.

Your Company has not issued equity shares with differential voting rights or otherwise, it has neither issued any share under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('ESOP Regulations') nor sweat equity shares and doesn't have any scheme to fund its employees to purchase its shares of the Company. During the year the Company has not made any allotment of shares.

7. Transfer to Investor Education and Protection Fund

The Company has not transferred any amount during the year 2023-24 to the Investor Education and Protection Fund under section 125 of the Companies Act, 2013.

8. 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, 2024.

9. Bonus issue

The Company has not allotted/transferred or issued any bonus shares during the year.

10. Change in the nature of the Business, if any

There was no change in the nature of business of the Company during the financial year ended March 31, 2024. However, the Company is in the process of a Scheme of Arrangement as stated in aforesaid point 1 and 5 which will be result in some addition to the nature of business of the

company details are provided in the Scheme of Arrangement,

11. Indian Accounting Standards (Ind-As)

Financial Statements of your Company for the financial year ended March 31, 2024, 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,

12. Secretarial Standards of ICSI

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

13. Internal Financial Controls

The Company has in place adequate financial control 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,

14. Segment Reporting

The Board informs that Segment Reporting is not applicable to the Company,

15. Subsidiary Companies, Joint Ventures and Associate companies

The Company had no subsidiary and joint venture during the financial year 2023-24. Further, there is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"), Algoquant Investments Private Limited is the holding Company of Algoquant Fintech Limited,

16. Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014,

17. Auditors and Auditors' Report Statutory Audit

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 of the Company for the FY 2023-24, which forms part of this Annual Report 2023- 24, 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 undertake the secretarial audit for FY 2023-24. The secretarial audit report in Form MR-3 is annexed herewith and forms part of this report and enclosed as Annexure- I. The secretarial audit report does not contain any qualifications, reservations or adverse remarks

18. Conservation energy, Technology absorption, foreign exchange Earnings and Outgo

A) 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.

B) 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.

C) 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 2023-2024.

19. Annual Return

In accordance with Section 92(3) and section 134(3)(a) of the Companies Act, 2013, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company's website i.e. www.alqoquantfintech.com

20. Corporate Social Responsibility

Corporate social responsibility forms an integral part of your Company's business activities. Your Company is a responsible corporate citizen, supporting activities which benefit the society as a whole. The Provision of the Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

21. Directors and Key Managerial Personnel

The changes in Directors and Key Managerial Personnel (KMP) during the financial year March 31, 2024, were as under:

1. Your Board of Directors has recommended the re-appointment of Mr. Devansh Gupta (DIN: 06920376) as Managing Director for three years from April 01, 2025 to March 31, 2028 (he has been appointed for three years from April 01, 2022 to March 31, 2025, his tenure will be expired on March 31, 2025. Therefore, He will be re- appointed from April 01, 2025 to March 31, 2028 in the ensuing Annual General Meeting of the Company dated October 30, 2024).

2. In accordance with provisions of Section 152 of the Act read with Rules made thereunder, Mr. Dhruv Gupta (DIN: 06920431), Non- Executive Director is liable to retire by rotation at the 61st Annual General Meeting "AGM" and being eligible and offers himself for reappointment.

3. Mr. Atul Kaushal (A67692) Company Secretary and Compliance Officer resigned w.e.f.

September 30, 2023 and

4. Ms. Barkha Sipani (A57896) appointed as the Company Secretary and Compliance Officer w.e.f. November 07, 2023.

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, 2024 are as follows:

1. Mr. Devansh Gupta: Managing Director

2. Ms. Barkha Sipani: Company Secretary & Compliance Officer

3. Mr. Yogesh Gusain: Chief Financial Officer

22. Board Induction, Training and Familiarization programme for Independent Directors

In accordance with the provisions of Regulation 25(7) and 46(2) of SEBI 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, SEBI Listing Regulations, 2015, 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 www.algoquantfintech.com.

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

23. Performance Evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013, LODR 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 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

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, 2015.

24. Number of Meetings of Board

The Board of Directors held 6 meetings during the year on the following dates: April 24, 2023, May 30, 2023, August 10, 2023, September 01, 2023, November 07, 2023 and February 12, 2024. 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.

25. Committees of the Board

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

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

Details of all the above Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report.

26. Whistleblower policy

The Company has established an effective whistle blower policy (vigil mechanism) and procedures for its directors and employees, details of which are provided in the Report on Corporate Governance which forms part of this report. The policy on vigil mechanism may be accessed on the Company's website at: www.algoquantfintech.com.

27. Remuneration policy

in pursuance of the provisions of Section 178 of the Companies Act, 2013 and 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 company's website www.algoquantfintech.com

28. Related party transactions

All related party transactions entered during the Financial Year 2023-24, were on arm's length basis. 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 meetings of Audit Committee and the Board of Directors for the necessary review and approval. Your Company's policy on related party transactions, approved by the Board, can be accessed at: www.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 II to this report.

29. Particulars of Loans, Guarantees and Investments

During the year ended March 31, 2024, 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, 2024.

30. 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 III.

31. Management Discussion and Analysis

As per Regulation 34(2) read with schedule V of the SEBI Listing Regulations 2015, as applicable, Management Discussion Analysis Report is an integral part of this report and annexed herewith as Annexure IV.

32. Corporate Governance Report

Your Company has made serious efforts to comply with the provisions of the Corporate Governance in order to secure the interest of all the stakeholders of the Company. The Corporate Governance Report for the Financial Year 2023-24 is attached as Annexure V to this Report.

33. 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.

34. Prevention of Sexual Harassment at work place

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 2023- 24. Further, no complaint was pending with the Company as at the beginning and end of the Financial Year 202324 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.

35. 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.

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalai Street,

Mumbai — 400001 Scrip Code: 505725 Demat ISIN Number: INE598D01027

36. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy and the same is also displayed on the Website of the Company i.e. www.algoquantfintech.com.

37. 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:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made there from.

b) 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, 2024 and of the profit and loss of the Company for the year ended March 31, 2024

c) 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.

d) the annual accounts were prepared on a going concern basis.

e) 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.

f) 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.

38. Other Disclosures

(i) There is 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 company's operations.

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

(iii) 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.

(iv) During the Year ended March 31, 2024, the Company has not made any one-time settlement with any Bank or Financial Institutions

(v) 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.

(vi) 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 VI.

39. Acknowledgements

Your directors would like to acknowledge and place on record their sincere appreciation of all stakeholders', bankers, dealers, vendors and other business partners for the excellent support and co- operation received during the year under review. The Board of Directors also conveys its appreciation of efforts and hard work of all the employees of the Company and their continued contribution to its progress.