We have audited the accompanying standalone financial statements of Algoquant Fintech Limited (the
"Company"), which comprises the standalone balance sheet as at 31-March-2025, the standalone
statement of profit and loss (including other comprehensive income), standalone statement of changes
in equity and standalone statement of cash flow for the year then ended 31-March-2025, and a summary
of the material accounting policies and other explanatory information ("here in after referred to as the
" standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
(the "Act") in the manner so required and give a true and fair view, in conformity with the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act, read with (the Companies (Indian
Accounting Standards) Rules, 2015) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at 31-March-2025, its profit (including other comprehensive income),
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act and the rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion on the standalone financial statements.

Emphasis of Matter - Basis of Accounting and Restriction on use

We draw attention to note 2(A)(i) to the standalone financial statements, which describes that the
Company has given effect to the Composite Scheme of Arrangement ("the approved Scheme") between
the Company, Algoquant Investments Private Limited (the holding company hereinafter referred to
as Amalgamating Company or AIPL) and Growth Securities Private Limited (hereinafter referred to
as Demerged Company or GSPL) and their shareholders and creditors for the amalgamation of AIPL
with the Company and amalgamation of Stock Broking Business of GSPL, referred to as "the Demerged
undertaking" per the Approved Scheme, into the Company on a going concern basis with effect from
the appointed date of 01-April-2023, as approved by the Hon'ble National Company Law Tribunal
(Ahmedabad) (NCLT) vide its order dated 03-October-2024, in accordance with the accounting treatment
prescribed in the scheme which is in line with the accounting principles as laid down in Appendix C
to Ind AS 103, 'Business Combinations'. Accordingly, the comparative financial information for the
previous year presented in the accompanying standalone financial statement has been restated from
the beginning of the earliest period presented, being 01-April-2023.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the standalone financial statements for the financial year ended 31 -March-2025. These
matters were addressed in the context of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matter described below to be the key audit matters to be communicated in
our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit
of the standalone financial statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment
of the risks of material misstatement of the standalone financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying standalone financial statements.

The Company's Board of Directors is responsible for the other information. The other information
comprises the other information included in the Annual Report, but does not include the standalone
financial statements and our auditor's report thereon. The Company's annual report is expected to be
made available to us after the date of this Auditor's Report.

Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this
auditor's report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. Reporting under this section is not applicable as no other information is
obtained at the date of this auditor's report.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements

The accompanying standalone financial statements have been approved by the Company's Board of
Directors. The Company's Board of Directors are responsible for the matters stated in section 134(5) of
the Act with respect to the preparation and presentation of these standalone financial statements that
give a true and fair view of the financial position, financial performance (including other comprehensive
income), changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India including the Indian Accounting Standards (Ind AS) specified under Section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intend to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting
process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions

As part of an audit in accordance with Standards on Auditing specified under section 143(10) of the Act,
we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control;

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial
controls system with Reference to Standalone Financial Statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;

• Conclude on the appropriateness of Management use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor's report. However, future events or conditions may cause the Company to
cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the standalone financial statements of the current period and
are therefore, the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central
Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the accompanying
standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books;

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone
Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of
account;

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31-March-2025
taken on record by the Board of Directors, none of the directors is disqualified as on
31-March-2025 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls with Reference to Standalone
Financial Statements of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company's internal financial controls with
Reference to Standalone Financial Statements; and

g) With respect to the other matters to be included in the Auditor's Report in accordance with
the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of
our information and according to the explanations given to us, the remuneration paid by the
Company to its Directors during the year is in accordance with the provisions of section 197 of
the Act.

h) With respect to the other matters to be included in the Auditor's Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to
the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial
position as at 31-March-2025;

ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses as at 31-March-2025;

iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company during the year ended 31-March-2025;

iv. a) The management has represented that, to the best of its knowledge and belief, on

the date of this audit report, no funds have been advanced or loaned or invested
(either from borrowed funds or securities premium or any other sources or kind of
funds) by the Company to or in any person(s) or entity(ies), including foreign entities
('the intermediaries'), with the understanding, whether recorded in writing or
otherwise, that the intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of
the Company ('the Ultimate Beneficiaries') or provide any guarantee, security or the
like on behalf the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no
funds have been received by the Company from any person(s) or entity(ies), including
foreign entities ('the Funding Parties'), with the understanding, whether recorded
in writing or otherwise, that the Company shall, whether directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party ('Ultimate Beneficiaries') or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed as considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe
that the management representations under sub-clauses (a) and (b) above contain
any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31-March-2025.

vi. Based on our examination which included test checks, the Company has used accounting
software for maintaining its books of account which has a feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software except that, a) the software was inoperative from
01-April-2024 to l6-June-2024. Further, during the course of our audit we did not come
across any instance of audit trail feature being tampered with, in respect of accounting
software(s) where the audit trail has been enabled. The audit trail has not been recorded
by the Company from 01-April-2023 to l6-June-2024, therefore not be commented upon.

For O P Bagla & Co. LLP

Chartered Accountants

Firm's Registration No.: 000018N/N500091

sd/-

Deepanshu Saini

Partner

Membership No.: 510573

UDIN: 25510573BMLNGA9322

Place: New Delhi

Date: 30-May-2025