Market & News

Dear Members,

The Board of Directors (the "Board") presents the 40th (Fortieth) Annual Report along with the Audited Financial Statements of your Company for the financial year ("FY") ended March 31, 2025.

Financial Results

The key financial figures of your Company for the FY ended March 31, 2025, are as follows:

(INR In ‘000)

^During the year, Hon'ble National Company Law Tribunal, New Delhi Bench, sanctioned the Scheme of Arrangement between Quintillion Media Limited ("Transferor Company") and Quint Digital Limited ("Transferee Company" or "Company") and their respective shareholders and creditors ("Scheme"). The Appointed Date for the Scheme was April 1, 2023, and the Effective Date was March 28, 2025. Consequently, the previous year financial statement has been adjusted for giving effect to the Scheme.

Financial Performance and State of Company's Affairs

On a Standalone basis, your Company earned an income of INR 5,16,104 thousand as against INR 7,43,523 thousand during the last FY. Net profit after tax stood at INR 15,350 thousand as against profit of INR 3,89,806 thousand for the last FY.

On a Consolidated basis, your Company earned an income of INR 6,48,584 thousand as against INR 9,09,960 thousand for the last FY and net loss after tax stood at INR (3,32,931) thousand as against net profit of INR 5,72,661 thousand for the last FY.

During FY 2024-2025, there has been no change in the nature of the Company's business.

Consolidated Financial Statements

In accordance with provisions of the Companies Act, 2013 (hereinafter referred as the "Act") and the Indian Accounting Standards (the "Ind AS")- 110 on the Consolidated Financial Statement, read with Ind AS-28 on Investments in Associates and Joint Ventures, the Audited Consolidated Financial Statement for the FY ended March 31, 2025, forms part of this annual report.

TheAuditedFinancialStatements(StandaloneandConsolidated) of your Company and all other documents required to be attached thereto are available on the Company's website and can be accessed through the link- Financial Statements.

Acquisition of stake in Quintype Technologies India Limited

The Board of Directors in their meeting held on May 30, 2024, approved to acquire the entire equity stake i.e., 30% on fully diluted basis, held by 360 One Seed Ventures Fund- Series 2 (formerly IIFL Seed Ventures Fund – Series 2) in Quintype Technologies India Limited ("QT India"), a step-down material subsidiary of the Company, for an aggregate consideration of INR 25,42,87,236/- agreed based on a fair valuation report issued by an independent valuer, subject to the applicable closing adjustments, if any. The said transaction was completed on July 30, 2024.

Sale/ Transfer of stake held in Quintype Technologies India Limited

Quintillion Media Limited ("QML"), a material wholly owned subsidiary of Quint Digital Limited ("QDL") and QDL were collectively holding 90.15% stake, on fully diluted basis, in Quintype Technologies India Limited ("QT India"), a step-down material subsidiary of the Company. The Board in their meeting held on May 30, 2024, and Members of the Company via postal ballot notice dated June 13, 2024, approved the transfer of QDL's and QML's stake in QT India to Global Media Technologies Inc., a wholly owned subsidiary of the Company, for an aggregate consideration of INR 71,57,92,853/-, subject to the completion of customary conditions precedent and applicable closing adjustments, if any. The said transaction was completed on October 17, 2024.

Discontinuation of The Quint Hindi website

On June 15, 2024, your Company, owner of The Quint, India's leading new-age digital news operation, decided to pivot to a new, sharply focused content model. After nine years of a successful launch and creation of a highly credible national news brand, there was a compelling need to comprehensively re-architect/reconfigure the content, tech, design, and revenue catchment of the site, based on audience experiences and data insights gained over the initial nine years.

Briefly, the following principal changes were implemented:

The Quint will pivot 100% towards enterprise articles/ features/video, written/produced by high Caliber journalists/ experts. This original, high-quality content will be used to drive subscriptions and pay revenues, which are expected to build up into a new revenue source for The Quint, along with the existing operations in branded content and ad sales.

Conversely, The Quint shall pivot 100% away from a commoditized news/video offering.

The Quint will devote more resources to and focus extensively on its market-leading fact-checking platform, viz Webqoof.

After the above reconfiguration, The Quint will be available only in English across multiple platforms. Because of the outstanding success of the Youtube Channel of Hindi Quint, was preserved.

It was earlier decided to discontinue the "Quint Hindi" website with effect from December 31, 2024. However, keeping in consideration ongoing commitments, the tenure of the Quint Hindi website was further extended and discontinued finally with effect from February 5, 2025.

Scheme of Arrangement with respect to the proposed merger of Quintillion Media Limited, a wholly owned subsidiary of the Company, with Quint Digital Limited

The Board of Directors, in their meeting held on August 14, 2023, approved the Scheme of Arrangement between Quintillion Media Limited ("Transferor Company") and Quint Digital Limited ("Transferee Company" or "Company") and their respective shareholders and creditors ("Scheme"). The Hon'ble National Company Law Tribunal, New Delhi Bench ("Hon'ble NCLT") vide its order dated July 11, 2024 (amended on July 30, 2024), directed the Company to hold the meeting of the Equity Shareholders of Transferee Company, on Saturday, August 24, 2024, for approving the Scheme. The scheme was approved by the Members with requisite majority.

The Hon'ble NCLT during the hearing held on January 6, 2025, reserved an order. Further, the Hon'ble NCLT sanctioned the Scheme and pronounced the judgement on March 10, 2025 (certified copy of which has been issued on March 20, 2025). From March 28, 2025, being the date of filing of Form INC-28, the Scheme became effective. The appointed date of the Scheme was April 1, 2023.

The Hon'ble NCLT's order along with Scheme and all other relevant documents related to the Scheme, are available on the Company's website and can be accessed through the link- Scheme related documents.

The Company entered into a Joint Venture Agreement with MK Center of Enterpreneurship Foundation ("MK Group") for setting up a Joint Venture Company ("JV Company"). The JV Company aimed to inter alia offer training, hold seminars, develop apps and educational programs in the fields of artificial intelligence, data science, software development, and networking technologies, through independently developed digital platforms as well as by way of collaborating with established international and domestic organizations, in the manner and on the terms set out in the Joint Venture Agreement. The agreement was executed on March 8, 2024.

The Board of Directors in their meeting held on August 12, 2024, approved to terminate the Joint Venture Agreement w.e.f. August 12, 2024. This termination had no adverse impact on the Company.

Pursuant to the said termination, the Company on September 30, 2024, had divested its entire stake in AI Trillions Private Limited.

The Franchisee Agreement entered with Global Digital Media Limited, to launch the overseas platform named as ‘Quint World' was duly terminated w.e.f. April 1, 2024. This termination had no adverse impact on the Company.

Setting up of Joint Venture

The Company, via its wholly owned subsidiary viz Global Media Technologies Inc., had entered into a binding term sheet with Cognita Ventures LLC on February 27, 2024, for setting up a Joint Venture ("JV") (50:50) in the name of Quintype Technologies Inc. ("QT Inc."). Further on March 1, 2024, QT Inc. had completed the acquisition of the entire business operations of New York headquartered Listen First Media LLC, a leading social media analytics and insights platform with several Fortune 500 clients in the media and entertainment, gaming, and other industry verticals. On April , 2024, Global Media Technologies Inc. has entered into a Common Stock Purchase Agreement and Shareholders Agreement and acquired 50% stake in QT Inc..

Acquisition of stake in Shvaas Creations Private Limited

For expansion and furtherance of the strategic business objectives of the Company, the Board of Directors in their meeting held on February 7, 2025, approved to make investment up to INR 2,12,63,846/- to acquire 34,451 equity shares (i.e. 77.5% stake), on fully diluted basis, in Shvaas

Creations Private Limited ("Shvaas"). The said transaction was duly completed on February 7, 2025.

Pursuant to the said acquisition Shvaas became the subsidiary of the Company.

Shvaas runs with the brand name "Kisan India". Kisan India is a digital agriculture platform designed to bridge the gap between farmers, private stakeholders, and the Government by covering all aspects of Indian agriculture like farming, dairy, government schemes, weather updates, horticulture, cooperatives, among others.

Sale of the "Quint Hindi" YouTube Channel and other identified assets

The Board of Directors in their meeting held on February 7, 2025, approved to sell "Quint Hindi" YouTube Channel including perpetual content licensing and other identified assets in connection with said channel to Shvaas Creations Private Limited, for an aggregate consideration of INR 39,52,326/- plus applicable taxes in the below manner:

INR 33,22,000/- plus applicable GST, for transfer of "Quint Hindi" YouTube Channel, including grant of license, based on the registered valuer report, subject to closing adjustments, if any.

INR 6,30,326/- plus applicable GST, for sale of identified assets associated with the Channel, based on an arm's length consideration basis, subject to closing adjustments, if any.

The said transaction was completed on February 7, 2025.

Update on Investment in Lee Enterprises Inc.

The Company continues to hold a significant minority stake aggregating to 12.42% in Lee Enterprises, Inc. ("LEE"), an American media company listed on NASDAQ. In response to substantial share accumulation by The Quint, the Board of Directors of LEE, in their meeting held on March 29, 2024, adopted a Limited-Duration Shareholder Rights Plan ("Rights Plan"), effective from March 29, 2024, till March 27, 2025. Subsequently, the Board of Directors of LEE, at their meeting held on March 26, 2025, extended the Rights Plan for one year, effective from March 27, 2025, until March 27, 2026.

LEE, is a leading provider of local news, information, and advertising solutions with a broad portfolio encompassing daily newspapers, digital platforms, marketing services, and cutting-edge technology. The company serves 73 markets across 26 states through nearly 350 weekly and specialty publications.

LEE owns majority stake in BLOX Digital, a renowned provider of digital Content Management Systems (CMS) with a substantial client base of over 2,000 media organizations across the United States, Canada, Puerto Rico, and Guam.

Subsidiary, Associate and Joint Venture Companies

Upon the effectiveness of the Scheme of Arrangement between Quintillion Media Limited ("Transferor Company") and Quint Digital Limited ("Transferee Company" or "Company") and their respective shareholders and creditors ("Scheme") and taking the appointed date (i.e. April 1, 2023), into consideration, Quintillion Media Limited ceased to be a subsidiary of the Company.

During the year under review, your Company has acquired 77.5% stake in Shvaas Creations Private Limited ("Shvaas"). Consequently, Shvaas became subsidiary of your Company.

The details of the investments/ disinvestment are provided in note 4A of the Notes to Accounts of Standalone Financial Statements of the Company.

As on March 31, 2025, the Company has below Subsidiaries, Associates, including Joint Venture Companies:

*QT INC. is a Joint Venture Company of GMT, which is a Wholly Owned Subsidiary ("WOS") of your company. QT Services is the WOS of QT Inc.

As required under Section 129(3) of the Act, a separate statement containing the salient features of the Financial Statements of Subsidiary and Associate Companies including joint ventures is given in the prescribed Form AOC-1, enclosed as Annexure-A to this report. Since the statement provides required highlights of performance and financial position, it is not reported here to avoid duplication.

The policy for determining material subsidiaries of the Company is available on the Company's website and can be accessed through the link- Policy for Determining Material Subsidiaries.

The Audited Financial Statements of the Subsidiary Companies are available on the Company's website and can be accessed through the link- Annual Accounts of Subsidiaries.

Material changes and commitments, if any, affecting the financial position

The details of material changes and commitments affecting the financial position of the Company, which have occurred between the end of the FY ended on March 31, 2025, of the Company and as on the date of this Report are given in the note no. 42 to the Standalone Financial Statement.

Dividend

The Board has not recommended any dividend for the year under review.

Your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its Members and/ or retaining profits earned by the Company. The said Policy is available on the Company's website and can be accessed through the link- Dividend Distribution Policy.

Transfer to Reserves

The Board has not recommended any transfer to reserves for the year under review.

Authorized Share Capital

Pursuant to Clause 17 of the Scheme of Arrangement between Quintillion Media Limited ("Transferor Company") and Quint Digital Limited ("Transferee Company" or "Company") and their respective shareholders and creditors ("Scheme"), the authorized share capital of the Transferor Company shall stand consolidated and vested in and merged with the authorized share capital of the Transferee Company. The Hon'ble National Company Law Tribunal, New Delhi Bench, vide its order dated March 10, 2025 (certified copy of which has been issued on March 20, 2025), approved the Scheme.

Consequently, the Authorized Share Capital of your Company has been increased from existing INR 80,00,00,000/- (Indian Rupee Eighty Crores Only) divided into 8,00,00,000 (Eight Crores) Equity Shares having face value of INR 10/- (Indian Rupee Ten Only) each to INR 210,00,00,000/- (Indian Rupee Two Hundred and Ten Crores Only) divided into 21,00,00,000 (Twenty-One Crores) Equity Shares having face value of INR 10/- (Indian Rupee Ten Only) each.

As on March 31, 2025, the Authorized Share Capital of your Company was INR 210,00,00,000/- (Indian Rupee Two Hundred and Ten Crores Only) divided into 21,00,00,000 (Twenty-One Crores) Equity Shares having face value of INR 10/- (Indian Rupee Ten Only) each.

Issued and Paid-up Capital

As on March 31, 2025, the issued and paid-up capital of your Company stood at INR 47,15,70,080/- (Indian Rupee Forty-Seven Crores Fifteen Lakh Seventy Thousand and Eighty Only) divided into 4,71,57,008 (Four Crore Seventy-One Lakh Fifty-Seven Thousand and Eight) Equity Shares having face value of INR 10/- (Indian Rupee Ten Only) each.

During the year under review, the Company has issued and allotted 64,200 Equity Shares having Face Value of INR 10/- each upon exercise of stock options granted under the QDL Employee Stock Option Plan 2020 (the "QDL ESOP Plan").

The Company has not issued any Equity Shares with differential rights. The has only one class of equity shares with face value of INR 10/- each, ranking pari-passu with the existing equity shares of the Company.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the "Listing Regulations"), is presented in a separate section forming part of the Annual Report.

Directors and Key Managerial Personnels

In accordance with the provisions of the Act, Mr. Raghav Bahl (DIN: 00015280) and Mr. Mohan Lal Jain (DIN: 00063240), Directors of the Company, will retire by rotation at the ensuing Annual General Meeting (hereinafter referred as the "AGM") and being eligible, offer themselves for re-appointment. The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended their re-appointment in the ensuing AGM.

During the year under review, pursuant to the provisions of Section 197 and Schedule V of the Act, the Board of Directors, on the recommendation of the NRC, recommended for fixation of remuneration of Ms. Ritu Kapur (DIN: 00015423), Managing Director and Chief Executive Officer of the Company (who was appointed for a period of 5 years w.e.f. February 19, 2021, till February 18, 2026) for the remaining tenure of 2(Two) years i.e., from February 19, 2024, to February 18, 2026. The Members of the Company had approved the fixation of remuneration via postal ballot approval dated July 13, 2024.

Further, the 5(Five) years' tenure of Ms. Ritu Kapur (DIN: 00015423), as Managing Director and Chief Executive Officer of the Company is about to complete on February 18, 2026. The Board of Directors, on recommendation of the NRC, in their meeting held on April 30, 2025, recommended the reappointment of Ms. Ritu Kapur as the Managing Director and Chief Executive Officer of the Company, in the ensuing AGM, for a period of 3(Three) years effective from February 19, 2026.

In accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Ritu Kapur, Managing Director and Chief Executive Officer, Mr. Vivek Agarwal, Chief Financial Officer and Mr. Tarun Belwal, Company Secretary and Compliance Officer are the Key Managerial Personnels of your Company.

During the year under review, there has been no change in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declaration from all Independent Directors of the Company that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulations 16 and 25 of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company. The Company has also received a declaration from all the independent directors that they have registered their names in the independent director data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

The Independent Directors also confirmed that have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Board of Directors reviewed the declarations and have positive outlook towards the integrity and expertise of the Independent Directors. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.

With a view to familiarise the Independent Directors with the Company's operations, as required under regulation 25(7) of the Listing Regulations, various familiarisation programmes were held throughout the year on an ongoing and continuous basis. The details of the familiarisation programme is available on the Company's website and can be accessed through the link- Familiarization Programme.

Board Meetings

During the FY 2024-2025, 4(Four) meetings of the Board were held. For details of meetings of the Board, please refer Report on Corporate Governance, which forms part of this report. All 4(Four) Board meetings were held through audio-video conference mode.

The maximum gap between the two meetings was not more than one hundred and twenty days.

Committee Meetings

As on March 31, 2025, the Board has 7(Seven) Committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee, Rights Issue Committee, Finance and Investment Committee and Corporate Social Responsibility Committee, with proper composition of its members.

During the FY 2024-2025, various committee meetings were held. All the recommendations made by the Committees of the Board including the Audit Committee were accepted/ approved by the Board.

For details with respect to scope, constitution, terms of reference, number of meetings held during the year under review, along with attendance of Committee Members therein, please refer Report on Corporate Governance, which forms part of this report.

Independent Directors Meeting

Meeting of the Independent Directors was held on March 19, 2025, without the attendance of Non-Independent Directors and Members of the Management, inter alia, to evaluate:

Performance of non-Independent Directors, Chairman and Board as whole; and

Quality, quantity, and timeliness of flow of information between the Management and the Board.

Annual Evaluation of the performance of the Board, its Committees and Individual Directors

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for FY 2024-2025. Led by the Nomination and Remuneration Committee, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board as a whole was conducted by the Independent Directors. The performance evaluation of the Board, respective Committees, and Individual Directors was done by the Nomination and Remuneration Committee excluding the Director being evaluated. The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as before the Board.

Board Diversity

In compliance with the provisions of the Listing Regulations, the Board through its Nomination and Remuneration Committee has devised a policy on Board Diversity which forms part of Nomination and Remuneration policy. The objective of the policy is to ensure that the Board comprises an adequate number of Members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Board composition as at present broadly meets with the above objective.

As on March 31, 2025, the Board of the Company consisted total 7(Seven) Directors, of whom 1(One) is Executive Director (designated as Managing Director and CEO) and 6(Six) Non-Executive Director. Out of 6(Six) Non-executive Directors, 3(Three) are Independent Directors including 1(One) woman Independent Director.

Policy on Directors' Appointment and Remuneration

Your Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Policy adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment/ reappointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality, or country of origin and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees. The detailed Nomination and Remuneration Policy is available on the Company's website and can be accessed through the link- NRC Policy.

Directors' Responsibility Statement

Pursuant to the requirement under sub-section 3(c) and 5 of Section 134 of the Act, your Directors hereby state that:

a) in the preparation of the annual accounts for the FY ended March 31, 2025, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities.

d) the Directors have prepared the annual accounts for financial year ended March 31, 2025, on a ‘going concern' basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Employee Stock Option Scheme

Your Company has instituted the QDL Employee Stock Option Plan 2020 ("Scheme" or "QDL ESOP Plan 2020") to attract and retain talented employees in the Company. During the year under review, there has been no change in the Scheme. The Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("the SBEBSE Regulations").

The disclosures required to be made under the Act and SBEBSE Regulations are available on the website of the Company and can be accessed at ESOP Disclosure 2025. The certificate from the Secretarial Auditor, confirming compliance with the aforesaid provisions has been enclosed as Annexure-B to this Report.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI.

The Corporate Governance Report of the Company for the FY ended March 31, 2025, in pursuance of the Listing Regulations forms part of the Annual Report and is enclosed to this report.

The requisite Certificate from Secretarial Auditor confirming compliance with the conditions of Corporate Governance is enclosed as Annexure-C to this report.

Particulars of Loans, Guarantees and Investments

In terms of Section 186 of the Act and Rules framed thereunder, details of the Loans/ Guarantees given, and Investments made, and Securities provided by your Company, are disclosed in the Financial Statements for the FY ended March 31, 2025, which forms part of this Annual Report.

Deposits

Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

Risk Management

Your Company has a Risk Management Policy consistent with the provisions of the Act and Listing Regulations. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that may affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the objectives of the organisation.

Risk management is integral to your Company's strategy and to the achievement of long-term goals. Our success as an organization depends on our ability to identify and exploit the opportunities generated by our business and the markets, we operate in.

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee are disclosed in the Report on Corporate Governance which forms part of this Annual Report.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The particulars of contracts or arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is enclosed as Annexure-D to this report.

In terms of the materiality thresholds as per the Listing Regulations, approval of the Members was obtained for certain material related party transaction by way of a Postal Ballot notice dated June 13, 2024. The said approval was received on July 13, 2024, by way of Ordinary Resolution.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Your directors draw attention of the Members to note 31 in the notes to accounts in the standalone financial statement and to note 33 in the notes to accounts in the consolidated financial statement which sets out related party disclosures.

The Related Party Transaction policy is available on the Company's website and can be accessed through the link- RPT Policy.

Compliance by Large Corporates

Your Company does not fall under the Category of Large Corporates as defined under SEBI vide its Circular SEBI/HO/

DDHS/CIR/P/2018/144 dated November 26, 2018, as such no disclosure is required in this regard.

Vigil Mechanism/ Whistle Blower Policy

The Company as required under Section 177(9) of the Act and Regulation 22 of the Listing Regulations, has established Vigil Mechanism/ Whistle Blower Policy for Directors and the employees of the Company. This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management on the genuine concerns including unethical behaviour, actual or suspected fraud or violation of the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating, and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.

This Policy also provides for adequate safeguards against victimization of Director(s)/ Employee(s) who avail the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has received no complaints during the year. The detailed policy is available on the Company's website and can be accessed through the link-

Whistle Blower Policy. Auditors and Auditors' Report Statutory Auditors

At the 36th AGM of the Company, held on June 25, 2021, M/s Walker Chandiok & Co LLP (Firm Registration No. 001076N/ N500013), was appointed as the Statutory Auditors of the Company for a first term of five years, i.e., from the conclusion of the 36th AGM until the conclusion of the 41st AGM.

On August 12, 2024, M/s Walker Chandiok & Co LLP tendered their resignation from the position of Statutory Auditors, with effect from the conclusion of the Board Meeting held on the same date.

Further, to fill the resulting casual vacancy, the Members of the Company, at the 39th AGM held on September 27, 2024, approved the appointment of M/s S.N. Dhawan & Co LLP (Firm Registration No. 000050N/N500045) as the Statutory Auditors of the Company for their first term of five years, commencing from the conclusion of the 39th AGM until the conclusion of the 44th AGM (to be held in the calendar year 2029).

M/s S.N. Dhawan & Co LLP was established in 1944 and is one of the largest Chartered Accountant firms in India. The Firm has in-depth experience in sectors like Media, Manufacturing,

Aerospace and Defense, Construction, Infrastructure, Retail, FMCG, Real Estate, IT and ITES and E-Commerce Companies, Power and energy sector, Engineering Consultancy, BFSI, Automotive, Oil and Gas and Technology. M/s S.N. Dhawan & Co LLP is also registered with the Comptroller and Auditor General of India and Reserve Bank of India for audits of large public sector undertakings & banks.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors' Report are self-explanatory and do not call for any further explanations or comments under Section 204(3) of the Act.

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

Secretarial Auditors

The Board of Directors has appointed M/s Rashi Sehgal & Associates, Peer Reviewed Firm of Company Secretaries in Practice, as Secretarial Auditors to conduct secretarial audit of the Company for the FY 2024-2025. The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act is enclosed as Annexure-E to this Report.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act.

In compliance with Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the material subsidiary is also enclosed as Annexure-F to this Report.

Further, on the recommendation of the Audit Committee, the Board in their meeting held on April 30, 2025, appointed and recommended for the approval of the Members of the Company in the ensuing AGM appointment of M/s Rashi Sehgal

& Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm registration number: S2010DE142900), as the Secretarial Auditors of the Company, for a period of five consecutive years commencing from FY 2025-2026 till FY 2029-2030, on such remuneration as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee from time to time.

Ms. Rashi, a Fellow member of ICSI (2010), is a core professional having specialization in Corporate Laws and FEMA compliance including but not limited to liaising with various Corporate Law Authorities. During her professional career as a Practicing Company Secretary, Rashi has served varied clients in sectors like Information Technology, FMCG, Infrastructure, Manufacturing, etc. Ms. Rashi is associated with BIG 4 firms like KPMG, EY, PWC and Deloitte for the last 14 years. She has expertise in providing a wide range of services including Financial, Secretarial and Corporate Consultancy matters, Corporate Law matters, FEMA and other Economic Legislations. Ms. Rashi has provided her expert opinion to various Companies on Corporate Restructuring matters and assisted them in undertaking mergers and demergers. She has successfully completed the compliance related to Fund raise for various start-ups. She has represented various companies before the Regional Director, CLB and NCLT. She has handled various Inspections(s)/ Investigations(s) and Inquiry under the Act.

Internal Financial Control

Your Company has adopted policies and procedures including the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures under the Act.

Code of Conduct for Prevention of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), your Company has adopted Code of conduct to Regulate, Monitor and Report Trading in securities by the Designated Persons and Immediate Relatives of Designated Persons. The said Code lays down guidelines which provide for the procedure to be followed and disclosures whilst dealing with shares of the Company and while sharing Unpublished Price Sensitive Information. The Code includes the Company's obligation to maintain the structured digital database ("SDD"), obligation of designated persons, mechanism for prevention of insider trading and handling of UPSI. The Company periodically circulates the e-mails and provides training programme to the employees to familiarise them with the provisions of the Code. Quarterly certificate on compliance with the requirement and maintenance of SDD pursuant to provisions of Regulation 3(5) and 3(6) of PIT Regulations were duly filed with the stock exchanges within the stipulated time. The code is available on the Company's website and can be accessed through the link-

Code of Conduct.

Compliance with Secretarial Standards

Your Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India, from time to time, and approved by the Central Government.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, is enclosed as Annexure-G to this report.

Listing of Company's Securities

Your Company's equity shares are listed and traded on the BSE Limited ("BSE") having nation-wide trading terminal and hence facilitates the Members/ investors of the Company in trading the shares. The Company has paid the annual listing fee for the FY 2024-2025 to the said Stock Exchange.

Depositories

The Company's shares are available for dematerialization with both the Depositories i.e. NSDL and CDSL. The Trading in Equity Shares of the Company is permitted only in dematerialized form as per the notification issued by the SEBI. Further, the Company's shares are regularly traded only on BSE and have never suspended from Trading. The Annual Custody fees for the FY 2024-2025 have been paid to both the Depositories.

Particulars of Employees

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and the Listing Regulations. Further details on the same are given in the Corporate Governance Report forming part of this Annual Report.

The information and disclosure required under Section 197(12) of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in respect of Directors and Employees of your Company is enclosed as Annexure-H to this report.

Annual Return

The Annual Return for FY 2024-2025 is available on the Company's website and can be accessed through the link- Annual Return 2024-2025.

Books of Accounts

Your Company is maintaining books of accounts and other relevant books, papers and financial statements of the Company at the Corporate Office situated at Carnoustie Building, Plot No. 1, 9th Floor, Sector 16A, Film City, Noida-201 301, Uttar Pradesh, India.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure is given below:

A. Conservation of Energy: NA

i. the steps taken or impact on conservation of energy; NA

ii. the steps taken by the company for utilising alternate sources of energy; NA

iii. the capital investment on energy conservation equipment's; NA

B. Technology Absorption: NA

i. The efforts made towards technology absorption; NA

ii. the benefits derived like product improvement, cost reduction, product development or import substitution; NA

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the FY);

a) the details of technology imported; NA b) the year of import; NA c) whether the technology been fully absorbed; NA

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NA

iv. the expenditure incurred on Research and Development. NA

C. Foreign exchange earnings and Outgo

During the year under review, foreign exchange earnings were INR 6,24,97,899/- as against outgo of INR 68,91,426/-

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this Policy.

There were no sexual harassment complaint pending or received during the year ended March 31, 2025.

Transfer of Unclaimed Shares

As per the provisions of Regulation 39(4) of the Listing Regulations, the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company. Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in an ‘Unclaimed Suspense Account' of the Company maintained with FE Securities Private Limited. This account is being held by the Company purely on behalf of the shareholders entitled for these equity shares. In compliance with Listing Regulations, detail disclosure with respect to shares transferred in the ‘Unclaimed Suspense Account' is as follows:

The voting rights on the equity share(s) in the suspense account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s). Any corporate benefits in terms of securities accruing on such equity shares viz. bonus shares, split etc., shall also be credited to such demat suspense account or unclaimed suspense account, as applicable in accordance with existing provisions.

Chief Executive Officer/ Chief Financial Officer Certification

The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Chief Executive Officer and Chief Financial Officer was placed before the Board. The same is enclosed as Annexure-I to this Report.

Declaration by Chief Executive Officer under Regulation 34(3) read with Schedule V of the Listing Regulations in respect of compliance with the Company's Code of Conduct for the Board of Directors and Senior Management is enclosed as Annexure-J to this Report.

Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and approved by the Board continues unchanged. The CSR Policy and Annual Action Plan are available on the Company's website and can be accessed at

CSR Policy and Annual Action Plan.

The CSR policy sets out the guiding principles for the CSR Committee, inter-alia, in relation to the activities to be undertaken by the Company, as per Schedule VII to the Act, CSR Governance and implementation, Composition of Committee and monitoring of CSR activities. During the year, the Company has spent INR 8,85,292/- towards CSR activities.

The contribution was made to two Trusts, INR 3,85,292/- to Sarthak Educational Trust for the Sarthak Digital Literacy Program, and INR 5,00,000/- to Shanti Narayan Memorial Trust for the Gyan Shakti Vidyalaya ("GSV") - School after School.

The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is enclosed as Annexure-K to this Report.

Awards and Accolades

The details of accolades earned by the Company during the FY 2024-2025 has been provided as part of this Annual Report.

Other Disclosures and Reporting

During the FY under review:

a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has fully utilized the balance amount of the proceeds raised through the Rights Issue.

c) None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the SEBI, Ministry of Corporate Affairs ("MCA") or any other statutory authority.

d) The Company has not issued any equity shares, except for the grant of options under Employees' Stock Options Scheme referred to in this Report.

e) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

f) Pursuant to the provisions of Section 148(1) of the Act and Rules made thereunder, the Company is not required to make and maintain Cost Records, as specified by Central Government under the provisions of this Section. Accordingly, the Company has not made and maintained such accounts and records as specified by the Central Government.

g) No political contribution was made during the year under review.

h) There is no significant material orders passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

i) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

j) The Company has not failed to complete or implement any corporate action within the specified time limit.

Acknowledgment

Your directors' take this opportunity to thank and place on record their sincere gratitude to the Members, bankers, regulatory bodies, stock exchange and other business constituents of the Company for their consistent support and co-operation in the smooth conduct of the business of the Company during the year under review.

Your Company's' employees are the real asset of the Company and play an essential role in your Company scaling new heights, year after year. Your directors place on records their deep appreciation for the exemplary contribution made by them at all levels. Your involvement as Members' is also greatly valued. Your directors' look forward to your continued support and pledge to continue to work towards the enhancement of Members' value and continued growth of the Company.