Directors Report of Quint Digital Ltd.

Mar 31, 2025

The Board of Directors (the “Board”) presents the 40^th (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:

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024A	March 31, 2025	March 31, 2024A
Revenue from operations	1,08,714	3,32,316	3,18,114	6,59,781
Other income	4,07,390	4,11,207	3,30,470	2,50,179
Total income	5,16,104	7,43,523	6,48,584	9,09,960
Employee benefit expenses	1,07,452	1,00,531	2,82,180	4,68,707
Finance cost	2,06,161	1,07,172	2,06,585	1,46,782
Depreciation and amortization expense	14,020	1,05,762	51,222	1,54,477
Impairment loss on financial assets	135	1,250	2,482	5,954
Other expenses	78,952	1,22,404	2,11,875	3,89,050
Total expenses	4,06,720	4,37,119	7,54,344	11,64,970
Profit/Loss before share of loss of associates and exceptional items	1,09,384	3,06,404	(1,05,760)	(2,55,010)
Share of net loss of associates accounted for using the net equity method	-	-	35,741	(15,603)
Profit/(Loss) before exceptional items and tax	1,09,384	3,06,404	(70,019)	(2,70,613)
Exceptional items	1,23,494	(1,89,894)	2,92,372	(9,49,765)
Profit/(Loss) before tax	(14,110)	4,96,298	(3,62,391)	6,79,152
Tax expenses	(29,460)	1,06,492	(29,460)	1,06,491
Profit/(Loss) after tax	15,350	3,89,806	(3,32,931)	5,72,661

^ADuring 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.

The Audited Financial Statements (Standalone and Consolidated)
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.

Material developments

• 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.

• Termination of Agreements

> 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
8, 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:

S. No.	Name	Relationship
1.	Global Media Technologies Inc. (“GMT”)	Subsidiary Company
2.	Shvaas Creations Private Limited (“Shvaas”)	Subsidiary Company
3.	Quintype Technologies India Limited (“QT India”)	Subsidiary Company
4.	Spunklane Media Private Limited (“Spunklane”)	Associate Company
5.	YKA Media Private Limited (“YKA”)	Associate Company
6.	Quintype Technologies Inc. (“QT Inc.”)	Joint Venture1
7.	Quintype Services India Private Limited (“QT Services”)	Joint Venture1

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.

Capital Structure

• Authorized Share Capital

Pursuant to Clause 17 of the Scheme ofArrangement 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”).

S. No.	Date of Allotment	Equity Shares Allotted
1.	April 4, 2024	43,200
2.	July 10, 2024	6,000
3.	October 8, 2024	6,000
4.	January 6, 2025	9,000

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 re¬
appointment 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 36^th 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 36^th AGM until the conclusion of the 41^st 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 39^th 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 39^th AGM until the conclusion of the
44^th 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, 9^th
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:

S. No.	Particulars	No of Shareholders	No of Equity Shares held
1.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year i.e. April 1, 2024	744	97,450
2.	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Nil	Nil
3.	Number of shareholders to whom shares were transferred from suspense account during the year	Nil	Nil
4.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. March 31, 2025	744	97,450

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.

For and on behalf of Board of Directors of
Quint Digital Limited

Parshotam Dass Agarwal

Place: Noida Chairman

Date: April 30, 2025 DIN:00063017

1

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.

---

Mar 31, 2024

The Board of Directors (the “Board”) hereby submit the 39^th (Thirty-Nineth) annual report of the business and operations of your Company, along with the audited financial statements, for the Financial Year (“FY”) ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

The key financial figures of your Company (Standalone and Consolidated) for the FY ended March 31, 2024, are as follows:

(Rs. in thousands)
Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from operations	3,32,316	4,10,452	6,59,781	7,44,774
Other income	2,16,178	36,766	2,50,506	61,450
Total income	5,48,494	4,47,218	9,10,287	8,06,224
Employee benefit expenses	91,697	1,21,682	4,64,411	4,72,085
Finance cost	1,06,448	23,236	1,46,782	33,098
Depreciation and amortization expense	1,05,591	93,731	1,54,477	1,17,025
Impairment loss on financial assets	1,250	3,293	5,954	4,217
Other expenses	1,19,850	1,16,775	3,93,673	4,28,740
Total expenses	4,24,836	3,58,717	11,65,297	10,55,165
Profit/Loss before share of loss of associates and exceptional items	1,23,658	88,501	(2,55,010)	(2,48,941)
Share of net loss of associates accounted for using the net equity method	-	-	(15,603)	(8,074)
Profit/(Loss) before exceptional items and tax	1,23,658	88,501	(2,70,613)	(2,57,015)
Exceptional items	1,575	-	(9,49,765)	-
Profit/(Loss) before tax	1,22,083	88,501	6,79,152	(2,57,015)
Tax expenses	32,434	24,739	1,06,491	24,739
Profit/(Loss) after tax	89,649	63,762	5,72,661	(2,81,754)

2. Financial performance and state of company’s affairs

On a Standalone basis, your Company earned an income of Rs. 5,48,494 thousand as against Rs. 4,47,218 thousand during the last FY. Net profit after tax stood at Rs. 89,649 thousand as against profit of Rs. 63,762 thousand for the last FY.

On a Consolidated basis, your Company earned an income of Rs. 9,10,287 thousand as against Rs. 8,06,224 thousand for the last FY and net profit after tax stood at Rs. 5,72,661 thousand as against net loss of Rs. (2,81,754) thousand for the last FY.

During FY 2023-24, there has been no change in the nature of Company''s business.

3. Consolidated Financial Statements

In accordance with provisions of the Companies Act, 2013 (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 year ended March 31, 2024, forms part of this annual report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at Investor Section.

4. Material developments• Sale of assets of Quintillion Media Limited

Quintillion Media Limited (“QML”), a material subsidiary of Quint Digital Limited (“QDL”) was holding 51% stake in Quintillion Business Media Limited (“QBML”). The Board of Directors in their meeting held on August 14, 2023, and Members of the Company at 38^th Annual General Meeting held on September 29, 2023, approved to sale the entire 51% stake in QBML to AMG Media Networks Limited (“AMG Media”) a wholly owned subsidiary of Adani Enterprises Limited.

Pursuant to Memorandum of Understanding (“MOU”) dated August 14, 2023, and Share Purchase Agreement dated November 1, 2023, QML has completed the divestment of the remaining 51% stake in QBML.

The stake sale was completed on December 8, 2023, at a consideration of INR 52,45,09,713 (Indian Rupee Fifty-Two Crore Forty-Five Lakh Nine Thousand Seven Hundred and Thirteen), subject to necessary adjustments.

On account of the consummation of above sale of asset, QBM has ceased to the step-down subsidiary of our Company.

• Scheme of Arrangement (“Scheme”) 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 merger by way of absorption of Quintillion Media Limited (“QML” or “Transferor Company”) with and into Quint Digital Limited (“QDL” or “Company” or “Transferee Company”) and reduction of the capital of the Transferee Company in the manner set out in the Scheme (“Scheme”).

The Scheme will be implemented in terms of Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) or amendment(s) thereof) and the rules made thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) issued by the Securities and Exchange Board of India (“SEBI”) read with Circular No. SEBI/HO/ CFD/POD-2 /P/CIR/2023/93 dated June 20, 2023, as amended from time to time (“SEBI Circular”).

Merger of QML with QDL can provide the following benefits to the shareholders/ stakeholders as under:

1. Leading to a more efficient utilization of capital and creation of a consolidated base of assets and resources for future growth;

2. Reduction in the management overlaps due to operation of the multiple entities and more focused leadership;

3. Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other costs amongst all;

4. Synergy benefits, such as, competitive edge, consolidation of businesses to combine growth opportunities to capitalize on future growth potential which would in-turn significantly help in efficient utilization of financial and operational resources; and

5. Pooling of proprietary information, personnel, financial, managerial and other resources, thereby contributing to the future growth of the Amalgamated Company.

QML is a wholly owned subsidiary of QDL. Accordingly, pursuant to this Scheme and on amalgamation of QML with QDL, no shares of QDL shall be issued.

There will not be any change in the shareholding pattern of the QDL as no shares are being issued on the amalgamation.

The Scheme is subject to the receipt of necessary approvals from the stock exchange, National Company Law Tribunal, New Delhi Bench, and other applicable approvals as required as per the applicable laws.

BSE vide its letter dated March 27, 2024, issued its Observation Letter as required under Regulation 37 of the Listing Regulations, with ‘No adverse observation/ No objection'', to the proposed Scheme.

• Alteration of the Object Clause of the Memorandum of Association (“MOA”) of the Company

Keeping in view the business plan to explore the emerging business opportunities in the field of ‘Artificial Intelligence'' and related IT activities, necessary alteration in the object clause of MOA was required.

Accordingly, the Board of Directors in their meeting held on August 14, 2023, and Members of the Company at the 38^th Annual General Meeting, approved alteration in the existing Object Clause of the Memorandum of Association (the “MOA”) of the Company by adding additional sub-clause.

The Registrar of Companies, Delhi, vide certificate dated October 16, 2023, approved alteration of the Object Clause(s).

• Change in the Name Clause of the Memorandum of Association (“MOA”) of the Company

The Board of Directors in their meeting held on August 14, 2023, and Members of the Company at the 38^th Annual General Meeting, approved to change the name of the Company from “Quint Digital Media Limited” to “Quint Digital Limited”.

The Board is of the view that the new name will more aptly reflect the Company''s diversified business activities and its growing aspirations in other business segments of the digital space.

The Registrar of Companies, Delhi, vide certificate dated October 25, 2023, and BSE vide its notice dated November 13, 2023, approved change in the name of the company.

• Setting up of Wholly Owned Subsidiary Company-Global Media Technologies Inc.

The Board of Directors in their meeting held on February 6, 2024, approved setting-up of a wholly owned subsidiary company outside India to undertake media tech operations.

Global Media Technologies Inc. (“GMT”) was incorporated on February 21, 2024, in New Castle, as a Wholly Owned Subsidiary of Quint Digital Limited, with the object of expanding the digital media-tech business of the group in US and other global markets.

• Setting up of Joint Venture

• Your company has 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 will aim 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 Company, via its wholly owned subsidiary viz Global Media Technologies Inc., has 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. has 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 8, 2024, Global Media Technologies Inc. has entered into a Common Stock Purchase Agreement and Shareholders Agreement and acquired 50% stake in QT Inc.

5. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the FY to which these financial statements relate and the date of this report

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, 2024, of the Company and as on the date of this Report are given in the note no. 41 to the Standalone Financial Statement.

6. 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 shareholders and / or retaining profits earned by the Company. The said Policy is available on the website of the Company at the Dividend Distribution Policy.

7. Transfer to reserves

During the year under review, the Board has not recommended any transfer to reserves.

8. Capital Structure• Authorized Share Capital

The Board of Directors in their meeting held on August 14, 2023, approved to increase the Authorized Share Capital of the Company from existing Rs. 50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 10 (Rupees Ten only) to Rs. 80,00,00,000 (Rupees Eighty Crores only) divided into 8,00,00,000 (Eight Crores) Equity Shares of Rs. 10 (Rupees Ten only).

The Registrar of Companies, Delhi, vide approval dated October 19, 2023, approved increase in the Authorized Share Capital of the Company.

The Authorized Share Capital of the Company as on March 31, 2024, was Rs. 80,00,00,000 (Rupees Eighty Crores only) divided into 8,00,00,000 (Eight Crores) Equity Shares of Rs. 10 (Rupees Ten only).

• Issued and Paid-up Capital

As on March 31, 2024, the issued and paid-up capital of the Company stood at Rs. 47,09,28,080 (Rupees Forty-Seven Crores Nine Lakh Twenty-Eight Thousand and Eighty Only) divided into 4,70,92,808 (Four Crore Seventy Lakh Ninety-Two Thousand Eight Hundred and Eight) Equity Shares of Rs. 10 (Rupees Ten Only).

During the year under review, the Company has issued and allotted 1,23,000 Equity Shares having Face Value of Rs. 10/- each upon exercise of stock options granted under the QDL Employee Stock Option Plan 2020 (the “QDL ESOP Plan”).

S. No.	Date of Allotment	Equity Shares Allotted
1.	April 10, 2023	58,500
2.	July 10, 2023	44,800
3.	October 10, 2023	12,700
4.	January 5, 2024	7,000

The Company has not issued any Equity Shares with differential rights. The Company has only one class of equity shares with face value of Rs. 10/- (Rupees Ten Only) each, ranking pari-passu.

9. Management Discussion and Analysis Report

Management discussion and analysis report for the year under review, as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of the Annual Report.

10. Subsidiary, Associate and Joint Venture Companies

As on March 31, 2024, your Company has 3 subsidiaries including 1 stepdown subsidiary and 1 associate company and your Company regularly monitors the performance of these companies.

S. No.	Name	Relationship with the Company
1.	Quintillion Media Limited (“QML”)	Subsidiary company
2.	Global Media Technologies Inc. (“GMT”)	Subsidiary company
3.	Quintype Technologies India Limited (“QT India”)	Stepdown subsidiary company
4.	Spunklane Media Private Limited (“Spunklane”)	Associate company

In addition, YKA Media Private Limited (“YKA”) is an Associate Company of QML, and Quintype Technologies Inc. is a Joint Venture Company of GMT.

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 of your company are given in Annexure-A in the prescribed Form AOC-1, attached along with the financial statements.

The audited financial statements including the consolidated financial statement of your Company and all other documents required to be attached thereto are put up on the Company''s website at the Investors'' section and can be accessed at Financials and Reports.

The audited financial statements of the subsidiary companies are also put up on the Company''s website at the Investors'' section and can be accessed at Financials and Reports. The documents will also be available for inspection during business hours at the registered office of the Company.

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

Subsidiary Companies1. Quintillion Media Limited (“QML”)

QML was incorporated on August 23, 2014, as a private limited company.

Pursuant to acquisition of stake by your Company, QML became a wholly owned subsidiary of your Company

w.e.f. January 19, 2022. The Board of Directors of QML at their meeting held on March 15, 2022, and the Shareholders vide the Extra Ordinary General Meeting dated March 16, 2022, approved the conversion of QML into a public limited company. The Registrar of Companies, Delhi, on March 22, 2022, approved the conversion of the Company.

As on March 31, 2024, QDL holds 100% stake in QML. For the year ended March 31, 2024, QML recorded an Income of Rs. 1,95,379.87 thousand and a Net Profit of Rs. 3,00,171.43 thousand. In addition, QML holds investments in QT India and YKA.

2. Quintype Technologies India Limited (“QT India”)

QT India was incorporated on September 24, 2015, as a private limited company, with an objective to provide digital publishers with state-of-the-art content, software as a service and subscription management systems.

The Board of Directors of QT India at their meeting dated March 19, 2022, and the Shareholders vide Extra Ordinary General Meeting dated March 21, 2022, approved the conversion of QT India into a public limited company. The Registrar of Companies, Bangalore, on March 23, 2022, approved the conversion of the Company.

QT India is a leading AI-powered digital newsroom growth platform that empowers publishers to create, distribute, and monetise their content.

The platform enables editors to improve the speed and efficiency of publishing by automating and simplifying the process of creating and distributing content across all channels, from websites to mobile apps to social media, from a single CMS. It also enables publishers to create an engaging and interactive community around their content through commenting systems and monetise their content effectively through subscriptions and paywalls.

QT India manages over 1Bn monthly pageviews for over 200 publishers, including marquee brands like BQ Prime, The Quint, Fortune India, Karjalainen, and I-mediat.

QML, wholly owned subsidiary of your Company, holds 95.77% equity stake in QT India. For the year ended March 31, 2024, QT India recorded an Income of Rs. 2,74,796 thousand and a net loss of Rs. (65,190) thousand.

3. Global Media Technologies Inc. (“GMT”)

GMT was incorporated on February 21, 2024, in New Castle, as the Wholly Owned Subsidiary of Quint Digital Limited, with the object of expanding the digital media-tech business of the group in US and other global markets.

The Authorised Share Capital of GMT is divided into 10,00,000 shares with a par value of $0.00001 per share. During the year under review, Quint Digital Limited has not invested any amount in GMT.

Being a newly incorporated entity, GMT has not yet commenced its business operations.

Associate Companies and Joint Ventures1. Spunklane Media Private Limited (“Spunklane”)

Spunklane was incorporated on September 21, 2015, as a private limited company. Spunklane is engaged in the business of operating a digital only news platform viz. ‘The News Minute'' (www.thenewsminute.com).

The News Minute is a digital news platform reporting and writing on issues in India, with a specific focus on the 5 southern states. It was founded by Dhanya Rajendran, Chitra Subramaniam and Vignesh Vellore in 2014. Their content includes news, ground reportage, news analysis, opinion and blogs. They report and write on a wide range of issues and events. Their core strengths include our deep access in the southern states, incisive editorial acumen and insightful news analysis and opinions. Headquartered in Bengaluru, TNM has ground reporters in all the southern states.

Spunklane is an associate company of the QDL and QDL owns 47.92% equity stake. For the year ended March 31, 2024, Spunklane recorded an Income of Rs. 37,949.66 thousand and a net loss of Rs. (29,933.43) thousand.

2. YKA Media Private Limited, (“YKA”) an associate company of QML

YKA was incorporated on January 15, 2014, as a private limited company. YKA has built India''s largest community of over 170,000 young active citizens, and more than 10 million monthly visitors united by the idea of making their voices matter.

Youth Ki Awaaz is India''s largest, completely crowdsourced platform for young people to write and share stories on topics that matter to them. With over

160K writers, YKA hosts one of the largest young writers'' communities in South Asia. YKA also runs high-impact fellowship programmes and training to enable India''s youth to create, learn, and grow.

Over the years, YKA has nurtured a vibrant community of active citizens, hosting impactful campaigns in partnership with organizations like UNICEF and the World Health Organization. In 2014, YKA developed a self-serving survey platform to address data gaps in young people''s perceptions. By 2024, YKA has transformed into India''s first civic data platform, gathering rigorous quantitative and qualitative data to ensure young voices are integral in shaping public policy and opinion. This evolution marks YKA''s commitment to empowering the next generation of leaders through informed, inclusive dialogue.

YKA is an associate of QML and QML owns 36.42% stake in YKA. For the year ended March 31, 2024, YKA recorded an Income of Rs. 20,123 thousand and a net loss of Rs. (3,459) thousand.

3. Quintype Technologies Inc. (“QT Inc.”), Joint Venture of the GMT

On March 1, 2024, QT Inc. has completed the acquisition of the entire business operations of New York headquartered Listen First Media LLC. On April 8, 2024, Global Media Technologies Inc., wholly owned subsidiary of the Company, has entered into a Common Stock Purchase Agreement and Shareholders Agreement and acquired 50% stake in QT Inc.

In QT Inc., Global Media Technologies Inc. and Cognita Ventures LLC are holding 50:50 equity stake.

11. Directors and Key Managerial Personnels• Appointment/ Ratification

The Members of the Company at 38th Annual General Meeting re-appointed Mr. Parshotam Dass Agarwal (DIN: 00063017) and Mr. Sanjeev Krishana Sharma (DIN: 00057601) as the Independent Directors of the Company for the second term of 5 (five) years effective from February 26, 2024, up to February 25, 2029 (both days inclusive).

• Retire by Rotation

The Independent Directors hold office for a fixed term not exceeding five years from the date of

their appointment and are not liable to retire by rotation.

The Act, mandates that at least one-third of the total number of Directors (excluding Independent Directors) shall be liable to retire by rotation. Accordingly, Ms. Ritu Kapur (DIN: 00015423) and Ms. Vandana Malik (DIN: 00036382) being the longest in the office amongst the Directors are liable to retire by rotation and being eligible, offered themselves for re-appointment.

• Key Managerial Personnel(s)

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 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.

There has been no change in the Key Managerial Personnel during the year.

12. Declaration by Independent Directors and Statement on Compliance of Code of Conduct

Your Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations

(ii) they have registered their names in the Independent Directors'' Databank and

(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act

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.

The Board of Directors reviewed the declarations and have positive outlook towards the integrity and expertise of the Independent Directors.

13. Familiarization programme for Independent Directors

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 familiarisation programme is available on the Company''s website and can be accessed at Familiarization Programmes: FY 23-24.

14. Board Meetings

During the FY 2023-24, 7 (Seven) meetings of the Board were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report. Out of 7 (Seven) Board Meetings, 5(Five) meetings were held through audio-video conference mode.

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

15. Committee Meetings

As on March 31, 2024, 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 FY 2023-24, 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 to the Corporate Governance Report, which is a part of this report.

16. Independent Directors Meeting

Meeting of the Independent Directors was held on March 20, 2024, 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.

17. Annual Evaluation 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 2023-24. 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 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.

18. 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, 2024, the Board of the Company consisted total 7(seven) Directors, of whom 1(one) was 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.

19. Policy on Directors’ Appointment and Remuneration

The 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 at NRC Policy .

20. Directors’ Responsibility Statement

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

a) in the preparation of the annual accounts for the FY ended March 31, 2024, 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) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as on March 31, 2024, and of the Company''s profit for the year ended on that date.

c) proper and sufficient care has been taken 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 financial statements have been prepared on a ‘going concern'' basis.

e) the internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively and

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

21. 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. The Nomination and Remuneration Committee administers and monitors the QDL ESOP Plan 2020.

Pursuant to the change in the name of the Company from “Quint Digital Media Limited” to “Quint Digital Limited”, the name of the ESOP plan changed from “QDML ESOP Plan 2020” to “QDL ESOP Plan 2020”.

The following disclosures are being made under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014:
S.	Particulars	QDL ESOP Plan 2020
No	(As on FY ended March 31, 2024)	Grant date 29.01.2021	Grant date 13.06.2022	Grant date 21.03.2023	Grant date 09.05.2023
a)	Options granted	6,45,0001	9,40,000	1,10,000	1,10,000
b)	Options vested	2,13,000	53,200	16,000	-
c)	Options exercised	19,000	15,500	-	-
		1,07,500
d)	The total number of shares arising as a result of exercise of option	1,26,500	15,500	-	-
e)	Options lapsed	2,67,000	4,31,000	30,000	30,000
f)	The exercise price2	Rs. 27.10/-	Rs. 66/-	Rs.107.19/-	Rs. 108/-
		Rs. 14.90/-

''Originally 322,500 stock options were granted. Post bonus issue in the ratio of 1:1 the number of stock options were increased to 6,45,000.

²Nomination and Remuneration Committee (“NRC”) vide its meeting dated January29, 2021, granted above ESOPs at an Exercise Price of Rs. 54.20/- each. Further pursuant to the Bonus Issue, the exercise price was adjusted and reduced to Rs. 27.10/-. Also to make the suitable adjustment post Rights Issue, the grant price was revised to Rs. 14.90/- per option on January 31, 2023. Further NRC vide its meeting dated June 13, 2022, granted above ESOPs at an Exercise Price of Rs. 120/- each. Due to price adjustment because of Rights Issue, NRC vide its meeting dated January 31, 2023, adjusted and reduced the Exercise price from Rs. 120/- each to Rs. 66/- each.

³ Pursuant to the Clause 5.4.4 of the QDL ESOP Plan, 2020, keeping in view of exemplary service of Mr. Rohit Khanna and Ms. Monica Sarup, the Compensation Committee on its discretion accelerated the vesting period of the ESOPs granted vide its meeting dated January 29, 2021, and decided to vest all the unvested options granted to them by the committee with immediate effect from April 11, 2023.

Your Company has received a certificate from M/s Rashi Sehgal & Associates, Secretarial Auditors that the QDL ESOP Plan 2020 for grant of stock options has been implemented in accordance with the SBEB Regulations and the resolution passed by the Members of the Company. The certificate would be placed/ available at the ensuing annual general meeting for inspection by the members.

Applicable disclosures as stipulated under the SBEB Regulations with regard to the Employees'' Stock Option Scheme are available on the Company''s website, www.quintdigitalmedia.com and can be viewed at the following link: ESOP Disclosure.

Further, there is no material change in the scheme and the scheme is in compliance with the applicable regulations.

22. Corporate Governance

The 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, 2024, 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-B to this report.

23. Particulars of Loans, Guarantees and Investments

In terms of Section 186 of the Act and Rules framed thereunder, details of the Loans given, and Investments made by your Company have been disclosed in the Financial Statements for the FY ended March 31, 2024, which forms part of this Annual Report.

24. 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.

25. Risk Management

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 included 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”.

26. Contracts and Arrangements with Related Parties

During year under review, all the contract(s)/ arrangement(s)/ transaction(s) entered into by the Company with its related parties were in compliance with the applicable provisions of the Act and the Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for such related party transactions, which are foreseen and/or of repetitive nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the Audit Committee on a periodic basis. Further, all the related party transactions entered into during year under review were on an arm''s length basis and in the ordinary course of business of the Company.

In terms of the materiality thresholds as per the Listing Regulations, approval of the Shareholders was obtained for certain material related Party transactions by way of a Postal Ballot. The said approvals were received on April 3, 2023, and March 7, 2024, by way of an ordinary resolution.

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 appended as Annexure-C to this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been duly disclosed in the notes 29/33 to the standalone/consolidated financial statements forming part of this Annual Report. The policy is available on the Company''s website and can be accessed at Related Party Transaction Policy .

27. 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.

28. 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 at Whistle Blower Policy .

29. Auditors and Auditors’ Report• Statutory Auditors

At the 36^th Annual General Meeting held on June 25, 2021, the shareholders approved the appointment of M/s Walker Chandiok & Co LLP (Firm Registration No. (001076N/N500013)) as the Statutory Auditors of the Company for their first term of five years i.e. to hold office from the conclusion of 36^th Annual General Meeting of the Company till the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2026.

There are no qualifications, reservations or adverse remarks made by M/s Walker Chandiok & Co LLP (Firm Registration No. (001076N/N500013)), Statutory Auditors, in their report for the FY ended March 31, 2024.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, your Company had appointed M/s. Rashi Sehgal & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for FY 2023-24.

The Secretarial Audit Report in Form MR-3, as prescribed under Section 204 of the Act read with Regulation 24A of the Listing Regulations, for the FY ended March 31, 2024, is annexed herewith as Annexure-D to this Report.

Pursuant to regulation 24A of the Listing Regulations, the secretarial audit report of the material subsidiaries is attached as Annexure-E.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their reports.

• Reporting of frauds by Auditors

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.

30. Internal Financial Control

The 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.

31. 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 by its 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 at Code of Conduct.

32. Compliance with Secretarial Standards

The 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.

33. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, initiatives taken from an environmental, social and governance perspective is provided as Annexure-F which forms part of the Annual Report.

34. 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 shareholders/ investors of the Company in trading the shares. The Company has paid the annual listing fee for the FY 2023-24 to the said Stock Exchange.

35. Depositories

Your Company has arrangements with National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the FY 2023-24 has been paid to both the Depositories.

36. 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 set out in Annexure-G to this report.

37. Annual Return

The Annual Return for FY 2023-24 is available on the Company''s website at Annual Return 2023-24.

38. 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, 9^th Floor, Sector 16A, Film City, Noida-201 301, Uttar Pradesh, India.

39. 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

e) the expenditure incurred on Research and Development. NA

C. Foreign exchange earnings and Outgo

During the year under review, foreign exchange earnings were Rs. 6,07,27,344 /- as against outgo of Rs. 52,83,406 /-.

40. 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 ofthe 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, 2024.

41. 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:

S. No.	Particulars	No of Shareholders	No of Equity Shares held
1.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year i.e. April 1, 2023	744	97,450
2.	Number of shares transferred to suspense account during the year	Nil	Nil
3.	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Nil	Nil
4.	Number of shareholders to whom shares were transferred from suspense account during the year	Nil	Nil
5.	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. March 31, 2024	744	97,450

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.

42. Chief Executive Officer/ Chief Financial Officer Certification

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

43. 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 Rs.

11,52,889/- towards CSR activities.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, is annexed to this Report as Annexure-J.

44. Awards and Accolades

The details of accolades earned by the Company during

the FY 2023-24 has been provided as part of this Annual

Report.

45. Other Disclosures and Reporting

During the year under review:

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

b) 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.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

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

e) 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.

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

g) 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.

h) During the year 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 shareholders is also greatly valued. Your directors look forward to your continued support and pledge to continue to work towards the enhancement of shareholders'' value and continued growth of the Company.

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Mar 31, 2023

The Board of Directors (the “Board”) hereby submits the thirty eighth annual report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

The key financial figures of your Company (Standalone and Consolidated) for the financial year ended March 31, 2023, are as follows:

(Rs. in Thousands)
Particulars	Standalone Year ended		Consolidated Year ended
	March 31, 2023	March 31, 2022	March 31,2023	March 31, 2022
Income
Revenue from operations	410,452	355,525	744,774	559,762
Other income	36,766	16,056	61,450	55,783
Total income	447,218	371,581	806,244	615,545
Expenses
Employee benefit expenses	118,982	94,630	469,209	419,921
Finance cost	23,236	10,931	33,098	17,093
Depreciation and amortization expense	93,731	73,213	117,026	89,751
Other expenses	122,768	122,917	435,832	302,280
Total expenses	358,717	301,691	1,055,165	829,045
Profit/Loss before share of loss of associates and exceptional items	88,501	69,890	(248,941)	(213,500)
Share of net loss of associates accounted for using the net equity method	-	-	(8,074)	(8,287)
Profit/(Loss) before exceptional items and tax	88,501	69,890	(257,015)	(221,787)
Exceptional items	-	5,000	-	10,118
Profit/(Loss) before tax	88,501	64,890	(257,015)	(231,905)
Tax expenses
(a) Current tax	28,734	19,839	28,734	19,839
(b) Deferred tax	(5,574)	(3,217)	(5,574)	(3,217)
(c) Tax on earlier years	1,579	-	1,579	204
Profit/(Loss) for the year	63,762	48,268	(281,754)	(248,731)
Other comprehensive income (OCI)
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plan	1,101	(915)	3,399	731
Income tax relating to items that will not be reclassified to profit or loss	(277)	230	279	(230)
Share of profit in associates - Remeasurement of the defined benefit plan (net of tax)	-	-	105	59
Total other comprehensive (loss)/income for the year	824	(685)	3,225	1,020
Total comprehensive income/(loss) for the year	64,586	47,583	(278,529)	(247,711)
Earnings per equity share
Basic (Rs.)	1.79	1.41	(7.74)	(7.32)
Diluted (Rs.)	1.76	1.40	(7.74)	(7.32)

2. Financial performance and state of company’s affairs

On a Standalone basis, your Company has earned an income of Rs. 4,47,218 thousand as against Rs. 3,71,581 thousand during the last financial year. Net profit after tax stood at Rs. 63,762 thousand as against profit of Rs. 48,268 thousand for the last financial year.

On a Consolidated basis, your Company has earned an income of Rs. 8,06,224 thousand as against Rs. 6,15,545 thousand for the last financial year and net loss after tax stood at Rs. (2,81,754) thousand as against Rs. (2,48,731) thousand for the last financial year.

During FY 2022-23, there was no change in the nature of Company''s business.

3. Consolidated financial statements

In accordance with provisions of the Companies Act, 2013 (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 year ended March 31, 2023, are provided in this annual report.

4. Material developments

• Acquisition of stake by Quintillion Media Limited, wholly owned material subsidiary of the Company in Quintillion Business Media Limited

Quintillion Media Limited (“QML”), wholly owned material subsidiary of the Company, has acquired 25.97% stake in Quintillion Business Media Limited (“QBM”) from Bloomberg L P.

The Board of Directors of QML in their meeting held on January 19, 2023 and shareholders through Extraordinary General Meeting held on January 20, 2023, approved to acquire 25.97% equity stake held by Bloomberg L P. Pursuant to completion of the said acquisition, QBM has become a wholly owned subsidiary of QML.

The date of completion of the acquisition was February 3, 2023.

• Sale of assets of Quintillion Media Limited

The Board in their meeting held on March 1, 2022, approved entering into a Memorandum of Understanding by QML for a potential sale of upto

49% equity stake in QBM to Adani Properties Private Limited or its affiliate.

QBM, a material subsidiary of the Company, had rebranded its digital media property from www. bloombergquint.com to www.bqprime.com w.e.f. May 5, 2022. This re-branding has been done pursuant to the restructuring of the partnership between Bloomberg Media and QML with respect to QBM.

QDML, QML, QBM and AMG Media Networks Limited, a wholly owned subsidiary of Adani Enterprises Limited, signed definitive agreements dated May 13, 2022, pursuant to which QML transferred 49% of its equity stake in QBM. The transaction was subject to customary closing conditions and requisite approvals.

The approval of the Shareholder''s for the proposed transfer of 49% equity stake held by QML in QBM has been sought through postal ballot dated May 22, 2022. The result was declared on June 22, 2022.

The said transaction was completed at INR 478,374,494 in accordance with the terms of the Share Purchase Agreement. The date of completion of sale/ disposal was March 27, 2023.

• Franchisee Agreement entered by your Company

Your Company had entered into a Franchisee Agreement for a period of 5 years to launch the overseas platform named as ‘Quint World''.

• Master Franchisee Agreement for Middle East Territory

Quintype India, a material step down subsidiary of the Company entered into a Master Franchise Agreement with BK Media Mauritius Private Limited, a related party, for the Middle East Territory. This arrangement is helping Quintype India to expand the business and capitalize on the market opportunities in the Middle East Territory.

Post obtaining the approval of the Audit Committee on May 22, 2022, your Company has sought the approval of the Shareholders in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “Listing Regulations”). The approval of the Shareholder''s has been sought through postal ballot dated May 22, 2022. The result was declared on June 22, 2022.

• Rights Issue

The Board in their meeting held on February 7, 2022, approved to issue, offer and allot equity shares by way of a rights issue to the existing shareholders of the Company for an amount not exceeding Rs. 125 Crores (Rupees One Hundred and Twenty-Five Crores only) for cash consideration.

The objective of the Rights Issue was to, inter alia, meet the Company''s growth plans, including but not limited to undertaking strategic initiatives, general corporate purposes and/or such other use of process as may be permitted under the applicable laws. The Company has appointed necessary advisors including a Lead Manager to undertake necessary steps in relation to the Rights Issue including the preparation of the Draft Letter of Offer.

The Board has constituted a Rights Issue Committee with Ms. Ritu Kapur, Mr. Mohan Lal Jain and Mr. Parshotam Dass Agarwal as the members. The committee has been constituted to decide the terms and conditions of the Rights Issue including use of issue proceeds, rights entitlement ratio, the issue price, record date, timing of the Issue and other related matters.

The Company received the final observation on the Draft Letter of Offer from Securities and Exchange Board of India (“SEBI”) on November 11, 2022. The letter of offer (“LOF”) including annexures thereto were approved by the Board of Directors on December 7, 2022.

The Board of Directors in their meeting held on December 7, 2022 approved the following terms of the Rights Issue:

a) Total number of Equity Shares and Rights Issue size: upto 2,50,00,000 Rights Equity Shares of Rs. 10 each at an issue price of Rs. 50 aggregating upto Rs. 1,25,00,00,000/-.

b) Issue Price: Rs. 50/- (Rupees Fifty only) per Equity Share (including a premium of Rs. 40/- (Rupees Forty only) per Equity Share).

c) Rights entitlement ratio: 42 (Forty-Two) Rights Equity Shares for every 37 (Thirty-Seven) fully paid-up equity shares held by the eligible shareholders of the Company as on the Record Date.

Rights Issue was opened for the eligible shareholders as on the record date (i.e. December 22, 2022) during

the issue period from January 9, 2023 to January 24, 2023 (both days inclusive).

Basis of allotment for the Rights Issue was approved by the BSE Limited on January 30, 2023. Post approval from the BSE Ltd, the Board of Directors in their meeting held on January 31, 2023 approved to allot 2,50,00,000 fully paid-up equity shares of the Company, having face value of Rs. 10 (Rupee Ten Only) each dematerialized form at an issue price of Rs. 50 (Rupees Fifty Only) per equity share including a premium of Rs. 40 (Rupees Forty Only) per equity share.

The Company has successfully completed the Rights Issue and raised Rs. 125 Crores from shareholders. The Rights Issue received 1.21 bids demonstrating the trust reposed by shareholders in the Company and its management.

Listing approval and Trading approval for the same were received on February 1, 2023 and February 2, 2023 respectively.

Amidst the challenges, your Company was focused on deployment of funds and setting its investments priorities to ensure maximum return. Secondly it dedicated focus on the expense side with cost containment measures. Significant efforts to identify new revenue streams and enhance profitability and cash flow also translated into new partnerships into international geographies.

5. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report

The details of material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year ended on March 31, 2023, of the Company and as on the date of this Report are given in the note no. 43 to the Financial Statements.

6. 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 shareholders and / or retaining profits earned by the Company.

The said Policy is available on the website of the Company at the Policy on Dividend Distribution.

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

9. Management Discussion and Analysis Report

Management discussion and analysis report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

10. Subsidiary, Associate and Joint Venture Companies

As on March 31, 2023, your Company has 3 subsidiaries including 2 stepdown subsidiaries and 1 associate company and your Company regularly monitors the performance of these companies.

S. No.	Name	Relationship with the Company
1.	Quintillion Media Limited (“QML”)	Subsidiary company
2.	Quintillion Business Media Limited (“QBM”)	Stepdown subsidiary company
3.	Quintype Technologies India Limited (“Quintype India”)	Stepdown subsidiary company
4.	Spunklane Media Private Limited (“Spunklane”)	Associate company

7. Transfer to reserves

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

8. Share Capital• Authorized Capital

The Authorized Share Capital of the Company as on March 31, 2023, was Rs. 50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 10 (Rupees Ten only).

• Issued and Paid-up Capital

The Issued and Paid-up Capital of the Company as on March 31, 2023, was Rs. 46,96,98,080 (Rupees Forty Six Crore Ninety Six Lakh Ninety Eight Thousand and Eighty only) divided into 4,69,69,808 (Four Crore Sixty Nine Lakh Sixty Nine Thousand Eight Hundred and Eight) Equity Shares of Rs. 10 (Rupees Ten only).

During the year under review, following allotments were made by the Company:

1. The Board of Directors in their meeting held on July 6, 2022, approved the allotment of 1,500 (One Thousand and Five Hundred) Equity Shares at a price of Rs. 27.10, pursuant to exercise of ESOP options by the employees of the Company having face value of Rs. 10 each.

Trading approval for the same was received on July 14, 2022.

2. The Board of Directors through Circular Resolution No. 3/2022-23 dated October 17, 2022 approved the allotment of1,500 (One Thousand and Five Hundred) Equity Shares, at a price of Rs. 27.10, pursuant to exercise of ESOP options by the employees of the Company having face value of Rs. 10 each.

Trading approval for the same was received on October 21, 2022.

3. The Board of Directors in their meeting held on January 31, 2023, approved to allot 2,50,00,000 fully paid-up equity shares of the Company, having face value of Rs. 10 each dematerialized form at an issue price of Rs. 50 per equity share including a premium of Rs. 40 per equity share.

Listing approval and Trading approval for the same were received on February 1, 2023 and February 2, 2023 respectively.

In addition, YKA Media Private Limited (“YKA”) is an Associate Company of QML, our material subsidiary.

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 of your company are given in Annexure-A in the prescribed Form AOC-1, attached along with the financial statements.

A copy of the audited financial statements for each of the subsidiary companies will be made available by email to members of the Company, seeking such information.

The audited financial statements including the consolidated financial statement of your Company and all other documents required to be attached thereto are put up on the Company''s website and can be accessed at www. quintdigitalmedia.com.

The audited financial statements of the subsidiary companies are also put up on the Company''s website and can be accessed at www.quintdigitalmedia.com. The

documents will also be available for inspection during business hours at the registered office of the Company.

The policy for determining material subsidiaries of the Company has been provided in the following link Policy for Determining Material Subsidiaries.

Subsidiary Companies1. Quintillion Media Limited

QML was incorporated on August 23, 2014, as a private limited company.

Pursuant to acquisition of stake by your Company, QML became a wholly owned subsidiary of your Company w.e.f. January 19, 2022. The Board of Directors of QML at their meeting held on March 15, 2022 and the Shareholders vide the Extra Ordinary General Meeting dated March 16, 2022, approved the conversion of QML into a public limited company. The Registrar of Companies, Delhi, on March 22, 2022, approved the conversion of the Company.

Quintillion Media Limited (“QML”), wholly owned material subsidiary of the Company, had acquired 25.97% stake in Quintillion Business Media Limited (“QBM”) from Bloomberg L P on February 3, 2023. On March 27, 2023, QML transferred 49% of its equity stake in QBM to AMG Media Networks Limited.

As on March 31, 2023, QDML holds 100% stake in QML. For the year ended March 31, 2023, QML recorded an Income of Rs. 687.591 thousand and a Net Profit of Rs. 1,63,218.61 thousand. In addition, QML holds investments in QBM, Quintype India and YKA.

2. Quintype Technologies India Limited

Quintype India was incorporated on September 24, 2015, as a private limited company, with an objective to provide digital publishers with state-of-the-art content, software as a service and subscription management systems.

Quintype India believes that the digital ecosystem is advancing at a faster pace and so are the stories waiting to be told. Quintype India''s focus remains to create a difference and we''re ensuring that technology can help in scaling businesses by creating visually driven content on the internet. Quintype India''s engineers, product, design and customer success teams are creating an effortless network system for digital media publishers.

QML, wholly owned subsidiary of your Company, holds 95.8174% stake in Quintype India. The Board of Directors of Quintype India at their meeting dated March 19, 2022, and the Shareholders vide Extra Ordinary General Meeting dated March 21, 2022, approved the conversion of Quintype India into a public limited company. The Registrar of Companies, Bangalore, on March 23, 2022, approved the conversion of the Company.

For the year ended March 31, 2023, Quintype India recorded an Income of Rs. 2,24,887 thousand and a Net Loss of Rs. (74,156) thousand.

3. Quintillion Business Media Limited

QBM was incorporated on December 12, 2015, as a private limited company. QBM is presently engaged in operating a leading business news digital platform viz. www.bqprime.com. Its main content is based on the Indian economy, international finance, corporate law & governance and business news.

The Board of Directors of QBM at their meeting held on March 7, 2022, and the Shareholders vide the Extra Ordinary General Meeting dated March 11, 2022, approved the conversion of QBM into a public limited company. The Registrar of Companies, Delhi, on March 11, 2022, approved the conversion of the Company.

As on March 31, 2023, QML holds 51% stake in QBM. For the year ended March 31, 2023, QBM recorded an Income of Rs. 2,05,969.21 thousand and a Net Loss of Rs. (2,46,456.01) thousand.

QML, Quintype India and QBM are three material unlisted subsidiaries of the Company. During the year, the Audit Committee reviewed the financial statements (in particular, the investments made) of its unlisted subsidiary companies, to the extent applicable. Minutes of the Board meetings of the subsidiary companies as well as a statement of significant transactions and arrangements entered into by the subsidiaries, as applicable, were placed before the Board of the Company.

Associate Companies1. Spunklane Media Private Limited

Spunklane was incorporated on September 21, 2015, as a private limited company. Spunklane is engaged in the business of operating a digital only news platform viz. ‘The News Minute'' (www.thenewsminute.com) and reporting and writing on issues in India, with a specific focus on the 5 southern states.

The News Minute is one of India''s most widely read independent digital news platform, having a specific focus on the five southern states. It was founded by Dhanya Rajendran, Chitra Subramaniam and Vignesh Vellore in 2014. The News Minute publishes and disseminates news, ground reportage, news analysis and opinions in text and audio-visual formats to millions of readers every month. Reporting on a wide range of issues and events, The News Minute has deep access in the southern states and has emerged as a strong voice in Indian media, setting the standards for sensitive coverage of various social issues.

Spunklane is an associate company of the QDML and QDML owns 47.92% equity stake. For the year ended March 31, 2023, Spunklane recorded an Income of Rs. 45,912 thousand and a Net Loss of Rs. (14,717) thousand.

2. YKA Media Private Limited, an associate company of QML

YKA was incorporated on January 15, 2014, as a private limited company. YKA Media is India''s largest, completely crowdsourced platform for young people to write and share stories on things that matter. With over 150,000 writers (as of Jan 2022) from across India, YKA Media hosts one of the largest young writers'' communities in South Asia. YKA Media also runs high impact fellowship programs and trainings to enable India''s youth to create, learn and grow together.

YKA is an associate of QML and QML owns 36.42% stake in YKA. For the year ended March 31, 2023, YKA recorded an Income of Rs. 20,051.2 thousand and a net loss of Rs. (3,864.2) thousand.

11. Directors and Key Managerial Personnel• Appointment/ Ratification

There were no appointments/ratifications made during the year.

• Retire by Rotation

The Independent Directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act, mandates that at least one-third of the total number of Directors (excluding Independent Directors) shall be liable to retire by rotation. Accordingly, Mr. Raghav Bahl (DIN: 00015280) and Mr. Mohan Lal Jain (DIN: 00063240), being the longest in the office amongst the Directors are liable to retire by rotation and being eligible, offered themselves for re-appointment.

• Key Managerial Personnel

Ms. Ritu Kapur, Managing Director & Chief Executive Officer, Mr. Vivek Agarwal, Chief Financial Officer and Mr. Tarun Belwal, Company Secretary and Compliance Officer are the Key Managerial Personnel of your Company 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.

There has been no change in the Key Managerial Personnel during the year.

12. Declaration by Independent Directors and Statement on Compliance of Code of Conduct

Your Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations

(ii) they have registered their names in the Independent Directors'' Databank and

(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act

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.

The Board of Directors reviewed the declarations and have positive outlook towards the integrity and expertise of the Independent Directors.

Further 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 Securities and Exchange Board of India (“SEBI”), Ministry of Corporate Affairs (“MCA”) or any other statutory authority.

13. Familiarization programme for Independent Directors

With a view to familiarising the independent directors with the Company''s operations, as required under regulation 25(7) of the Listing Regulations, the Company has held various

familiarisation programmes for the independent directors throughout the year on an ongoing and continuous basis.

The details of familiarisation programmes are placed on the website of the Company at the link Familiarization Programmes for Independent Directors.

14. Board Meetings

During the financial year 2022-23, 10 (Ten) meetings of the Board were held. For details of these Board meetings, please refer Corporate Governance section of this annual report.

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

15. Committee Meetings

As on March 31, 2023, the Board has 7 (Seven) Committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee, Rights Issue Committee, Investment Committee and Corporate Social Responsibility Committee with proper composition of its members.

During financial year 2022-23, various committee meetings were conducted by the Company. All the recommendations made by the Committees of the Board including the Audit Committee were accepted/ approved by the Board. A detailed update on the composition, detailed charter including terms and reference of various Board Committees, number of Committee meetings held during the Financial Year and attendance of the Members at each meeting are provided in the report on the Corporate Governance. For details of these Committee meetings, please refer to the Corporate Governance section of this annual report.

16. Independent Directors Meeting

During the year under review, meeting of the Independent Directors was held on March 20, 2023, 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.

17. Annual Evaluation 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 2022-23. 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 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 the Board.

18. 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. 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, 2023, the Board of the Company consisted total 7(seven) directors, of whom one was Executive Director (designated as Managing Director and CEO) and six NonExecutive Director. Out of 6 (six) Non-executive Directors, 3(three) are Independent Directors including 1(one) woman Independent Director.

19. Policy on Directors’ Appointment and Remuneration

The 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 website of the Company at the link NRC Policy.

20. Directors’ Responsibility Statement

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

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, 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) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as on March 31, 2023, and of the Company''s profit for the year ended on that date.

c) proper and sufficient care has been taken 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 financial statements have been prepared on a ‘going concern'' basis.

e) the internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively and

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

21. Employee Stock Option Scheme

Your Company has instituted the QDML Employee Stock

Option Plan 2020 (“Scheme” or “QDML ESOP Plan 2020”)

to attract and retain talented employees in the Company.

The Nomination and Remuneration Committee administers

and monitors the QDML ESOP Plan 2020.

The following disclosures are being made under Rule 12 of

the Companies (Share Capital and Debentures) Rules, 2014:

Your Company has received a certificate from M/s Rashi Sehgal & Associates, Secretarial Auditors that the QDML ESOP Plan 2020 for grant of stock options has been implemented in accordance with the SBEB Regulations and the resolution passed by the Members of the Company. The certificate would be placed/ available at the ensuing annual general meeting for inspection by the members.

Applicable disclosures as stipulated under the SBEB Regulations with regard to the Employees'' Stock Option Scheme are available on the Company''s website, www.quintdigitalmedia. com and can be viewed at the following link: ESOP Disclosure

Further, there is no material change in the scheme and the scheme is in compliance with the applicable regulations.

22. Corporate Governance

The 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 financial year ended March 31, 2023 in pursuance of the Listing Regulations forms part of the Annual Report and is enclosed to this report.

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

23. Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

24. 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.

25. Risk Management

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 included 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”.

26. Contracts and Arrangements with Related Parties

During the year under review, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm''s length basis and were in compliance with the applicable provisions of the Act.

During the year, the Company had entered into any arrangement /transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions read with the Listing Regulations. The particulars of the material related party transactions are provided in Form AOC-2 as Annexure-C which forms part of this Report.

All related party transactions are approved by the Audit Committee and are periodically reported to the Audit Committee.

The Policy on related party transactions as approved by the Board may be accessed on the Company''s website at Policy on Related Party Transaction.

Your directors draw attention of the members to Note no. 30 to the financial statement which sets out related party disclosures.

27. 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 also 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 policy is available on the website of the Company at the link Whistle Blower Policy.

28. Auditors and Auditors’ Report • Statutory Auditors

At the 36^th Annual General Meeting held on June 25, 2021, the shareholders approved the appointment of M/s Walker Chandiok & Co LLP (Firm Registration No. (001076N/N500013)) as the Statutory Auditors of the Company and to hold office from the conclusion of 36^th Annual General Meeting of the Company till the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2026.

Pursuant to the amendment to Section 139 of the Act, effective from May 7, 2018, the ratification by the shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the notice of the 38^th Annual General Meeting does not include the proposal for seeking shareholders'' approval for ratification of Statutory Auditors'' appointment.

There are no qualifications, reservations or adverse remarks made by M/s Walker Chandiok & Co LLP (Firm Registration No. (001076N/N500013)), Statutory Auditors, in their report for the financial year ended March 31, 2023.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Rashi Sehgal & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for FY 2022-23.

The Secretarial Audit Report in Form MR-3, as prescribed under Section 204 of the Act read with Regulation 24A of the Listing Regulations, for the FY ended March 31, 2023, is annexed herewith as Annexure-D to this Report.

Pursuant to regulation 24A of the Listing Regulations, the secretarial audit report of the material subsidiaries is attached as Annexure-E.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in the report.

• Reporting of frauds by Auditors

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.

29. Internal Financial Control

The 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.

30. Code Of Conduct for Prevention of Insider Trading

The Company has also adopted the Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Specified Connected Persons of the Company and Material Subsidiaries of the Company and Code of Practices and Procedure of Fair Disclosure of Unpublished Price Sensitive Information as required under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

Details of the same is available on the company''s website: www.quintdigitalmedia.com.

31. Compliance with Secretarial Standards

The 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.

32. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, initiatives taken from an environmental, social and governance perspective is provided as Annexure-F which forms part of the Annual Report.

33. 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 shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the FY 2022-23 to the said Stock Exchanges.

34. Registrar and Share Transfer Agent

Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent of the Company.

35. Depositories

Your Company has arrangements with National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the FY 2022-23 has been paid to both the Depositories.

36. 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 set out in Annexure-G to this report.

37. Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available at Annual Return.

38. Books of Accounts

The books of accounts of the Company and other relevant books, papers and financial statements for every financial year are maintained at Carnousties''s Building, Plot No. 1, 9th Floor, Sector 16A, Film City, Noida-201 301.

39. 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 financial year);

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

e) the expenditure incurred on Research and Development. NA

C. Foreign exchange earnings and Outgo

During the year under review, foreign exchange earnings were Rs. 15,30,25,508 as against outgo of Rs. 45,98,492.

40. 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) are covered under this Policy.

There were no sexual harassment complaint pending or received during the year ended March 31, 2023.

41. 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. This account is being held by the Company purely on behalf of the shareholders entitled for these equity shares.

The Company has a demat account with FE Securities, titled ‘Quint Digital Media Limited -Unclaimed Securities Suspense Account’, to which all the unclaimed shares will be transferred in terms of the said circular.

The unclaimed Bonus Equity Shares of 744 shareholders holding 97,450 shares were lying in the Escrow account till March 31, 2022. These shares were transferred in the Quint Digital Media Limited -Unclaimed Securities Suspense Account on May 26, 2022.

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.

42. Chief Executive Officer/ Chief Financial Officer Certification

The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Managing Director and CFO was placed before the Board. The same is annexed as Annexure-H 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 is enclosed Annexure-I to this Report.

43. Corporate Social Responsibility

The Corporate Social Responsibility (“CSR”) provisions are applicable on your Company from the end of this Financial Year. Consequent to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (“the Rules”), the Company is in the process of examining suitable project for deployment of fund toward CSR activities.

The Company has formed the CSR Committee in compliance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

The CSR Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ‘Corporate Social Responsibility Policy'' (“CSR Policy”). The CSR Policy of the Company, inter-alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

The CSR policy of the Company can be accessed at CSR Policy.

44. Awards and Accolades

The details of some of the significant accolades earned by the Company during the financial year 2022-23 has been provided as part of this Annual Report.

45. Other Disclosures and Reporting

During the year under review:

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

b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

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

d) 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.

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

f) 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.

g) During the year 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 shareholders is also greatly valued. Your directors look forward to your continued support and pledge to continue to work towards the enhancement of shareholders'' value and continued growth of the Company.

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Mar 31, 2015

Dear Shareholders,

The Directors have the pleasure in presenting their 30th Annual Report cm The business and operations of the Company for the year ended 3st March, 2015 together with the acted accounts for the year entree 31-03-2015.

FINANCIAL RESULTS;

The financial results of the Company are summarized as under:

(Amount INR) Particulars March 31, 2015 March 31, 2014

Income:

Revenue from Operations 77.23.007 0

Other Income 54.27,062 29,78,378

Total Revenue (A) 1,31,50,069 29,78,378

Expenditure:

Cost of Materials Consumed 73,95,924 0

Changes in Inventories of Finished goods 0 0

Employee Benefits Expenses 8,94,420 6,61.421

Finance Costs 16 0

Depreciation and Amortization Expenses 6,06.731 3,10.050

Operating & Other Expenses 19,90,776 10,62,452

Total Expenses (B) 1,08,37,917 20,33,023

Profit Before Tax (A-B) 22,02,152 9,44.455

Tax Expenses:

(1) Current Tax 4,30,313 2,09,066

(2) Deferred Tax (1,24,770) (18,711)

Profit for the year 19,56,109 7,54,030

Appropriated as under;

Dividend proposed 0 0

Tax on Proposed Dividend 0 0

General Reserve 0 0

Balance carried to Balance sheet 19,53,109 7.54,080

Total 18,56,109 7,54,08O

Earnings per Equity Share

(1) Basic 0.98 0.38

(2) Diluted 0.98 0.38

DIVIDEND:

The Directors have decided not to renamed any dividend for the year, no as to create sufficient reserves for future expansion of the Company.

RESERVES:

The Company has not created any specific reserve for the year under review.

OPERATIONS;

During the year under review, the Company earned total income Rs 131,50 lacs, After accounting tor expenses, the Company earned a net profit of Rs. 19,561 lacs during the year under review is against a profit of earlier year Rs.7.54 lacs. Your Directors hope to do better and starts its operating in the current year.

CHANGE IN THE NATURE OF BUSINESS IF ANY:-

The company has not change its nature of business for the year under review,

DIRECTORS:

a. Mr. Tamil Praiap Bohra of office up to the date of the ensign Annual General Meeting and retires by rotation and being eligible, offers himself tor re-appointment. 'The Board of Directors recommends his appointment.

It has been proposed to make the composition of the Board In none with Section 152 of the Companies Act, 2013 on account of provisions of Section 152 (ii) of the Companies Act, 2013-

b, The Company has received a notice in writing from a member proposing his candidature for the officer at Director, be and is hereby appointed as vote e-voting Director Id Mr. Dilip Trilokchand Bohra having DIN Mo. 0G2853Tl)of the Company whose parted of office shall not be subject to retirement by way of rotation. the aforesaid appointment will be for a period of 1 year with effect from the date of the Annual General Meeting."

SHARE CAPITAL:

The paid up equity spirals on March 31, 2015 was Rs.2,00,00,000/- (Rupees Two Crores Only), The company has not issued share's with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31,2015 was Fte.1.94 Lacs. The company continues to focus on judicious management of its forcing capital, Receivables, inventories and other wording capital parameters were kept under strict check through continue us monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Ant, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVE5TMENTS:

The Company has not given amt loan, guarantees or made any investments exceed sixty per cent of its paid-up share capital, free reserves anc- securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as proscribed in Section 186 Of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY;

The Company has an Internal Curator System, commensurate with the size, scoter and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Mutual, TO maintain its objectivity and independence: the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to tie. Chairman & Managing Director,

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and offices at fill locations of the Company. Basso on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the control s. Significant audit observations and recommendations along with corrective act one thereon are resented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

The Company is not coming under die criteria as mentioned in Section I3fi of the Companies Act, 201-3 which Specifies the requirement of terming the Corporate Social Responsibility Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The details of conservation of energy, technology absorption, foreign securing earnings and outgo ate as for lows;

a) Conservation of Energy NOT APPLICABLE

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the company to- utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment's

(iv) Technology absorption - NOT APPLICABLE

(i) the efforts made towards technology absorption

(ii) the benefits received like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during The last free years reckoned (return the beginning of the financial year)-

(a) the details of technology imported

(b) the year of report;

(c) whether the technology beer fully absorbed

(d) if not slowly sorbet, areas where absorption has net taken place, and to reasons thereof

(iv) the expenditure incurred an Research and Development

(c) Foreign exchange earnings and Outgo:

During the period under review there was no "foreign exchange earnings or out flow.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS;

During the year under review. your Company enjoyed crucial relationship with workers and employees at nil levels.

DIRECTOR'S RESPONSIBILITY STATEMENT;

In terms of Section 134 (5) of the Companies Act. 2013. the directors would like to state that:

i) In the prepared on of the annual accounts, the applicable accounting standards have been for lowed.

ii) The directors have selected such accounting of ices and applied that insistently and made Judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company financial year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of tariffs Act for safeguarding the assets of the Company and for primarily and detectably fraud and other irregularities.

iv) The directors have prepared The annual accounts on a going concern basis.

v) The directors had laid down internal financial control s to be for lowed by the company and ;hat such internal financial control s are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions at were entered into being The financial year were on arm's length basis and were in the ordinary course of the business. There are no mainly significant related party transactions made by the company with Promoters. Key Managerial Personnel or other designated reasons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has- approved a Code of Conduct which is applicable to the Members of the Board and al! employees in the course of day to day business operations of the company. The company down by the Board is known as "code of business conduct" which forma an Appendix it; the Code. The Code has been posted on the Company's website www.gmailmumbai.com.

The Code lays dawn (Re standard procedure or bushes conduct which Is expected to us for lowed by tie Directors and it* designated employees in their business dealings and in particular on matters relating to integrity in the work place, I business practices and in dealing with stakeholders. The Code gives guidance through Examples or the expected behave from an employer} in a given situation and the reporting structure.

All The Board Members and the Senior Management personnel have confirmed compliance with the Cods-.

All Management Staff were given appropriate training m this regard.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (invention. Prohibition and redressed Act. 2013 has been notified on 8th December. 2013. Under the said Act even the company Is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment M work pace of any women employee. Company has accepted B of icy for prevention of Sexual Harassment of Women a workplace and has of on Committee to- implementation of sad of icy. During the year Company has not received arid complaint of harassment.

VIGIL MECHANISM1 WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with Instance of fraud and mismanagement. if any.

In staying true to our values at Strength, Performance and Passion and in line with our vision of coin one of the mod respected companies in India, the Company is commuted to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement. if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will he meted out to any person for a genuinely raised concern.

A nigh revel Committee has been constituted which looks into the complaints raised. The Committee sports to the Audit Committee and the Board.

PREVENTS OF INSIDER TRADING,

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate fading in securities by the Directors and designated employees of the Company. The Code requires ore-clearance for dealing in the Compare - shares and prohibits the purchase or sale of Company shares by the Directors and the designates employees which possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is dosed. The Beard is responsible for Implementation of the Code.

An Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report board together with. relevant notes thereon are self explanatory and hence of call or any further comments under Section 194 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act. 2013 the Company has obtained a secretarial audit repel Certain observations made in the report watery regard to hen tiling of some forms were mainly due to ambiguity and unreality of applicability of the same tor the relevant period. However, the company would ensure in future that all the provisions art complied to the fullest exit-of.

AUDITORS:

The Auditors M/s P. Anrawal & Co. Chartered Accountants, (Firm Registration No. 302082E), Mumbai. retire at the conclusion of the ensuing Annual General Meeting and being eligible offer them salves 'or re-appointment.

SECRETARIAL AUDIT:

Pursuant to over visions of section 204 of the Companies Act. 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ws. M. K. Saraswat & Associates. a firm of Company Secretaries in attracted undertake the Secretarial Audit of I he Company. The Secretarial Audit report is indexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act. 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 5 as a part of this Annual Report as "Annexure B'.

BUSINESS RISK MANAGEWENT;

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the company has constituted e. business risk management committee. The details of the committee and its "arms of reference are set out in the corporate governance report forming part of One Boards report,

Al present the company has not Identified any element of risk which may threaten the existence of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by rho Regulators or Courts or Tribunal Act which would impact the going concern status of the Company and its future operation.

SAFETY & HEALTH - PERFORMANCE & INITIATIVES

As part of Company's Safety Excellence Journey which aims to achieve ultimate Goal of Zero Injuries to it 3 employees and at stakeholders associated with the Company's operations. Company provides a safe and healthy workplace focusing on resting, right Safety Culture across the organization

PARTICULARS OF EMPLOYEES:

The Information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 13 & of the after, the reports and accounts are being sent to the members and others enrollment thereto, excluding the information on employees' particulars which is available Tor inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in Inspecting the same, such member may write to the company secretary in governance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &. ANALYSIS REPORTS

The Corporate Governance and Management Discussion &. Analysis Report, which form an integral part of (his Report, a/e set out as separate Annexure. together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 4ft of the Listing Agree memo.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Governing of, Local Bodies, Customers, 5i.ppl.ers. Executives, Staff and workers at all levels for their continuous cooperation and assistance.

To and on behalf of the

Board & Directors

Place: Mumbai Pratap Singh Bohra

Date: 23th May, 2015 Chairman cum Director

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Mar 31, 2014

The Directors have the pleasure in presenting their 29th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014 and on the state of affairs of the Company as on the date of this report.

FINANCIAL HIGHLIGHTS:

The financial results of the Company are summarized as under:

Particulars Current Year Previous Year (Rs.) (Rs.)

a) Sales & Other Income 29,78,378 96,42,502

b) Operating Profit / (Loss) Before Finance Cost, Depreciation and amortization expenses and Taxes 12,96,687 23,16,918

c) Less: Finance Cost 0 2,97,085

d) Profit / (Loss) before Depreciation and taxes 12,54,505 20,19,833

e) Less: Depreciation and amortization expenses 3,10,050 3,08,067

f) Profit / (Loss) before taxes 9,44,455 17,11,766

g) Less: Provision for taxes 1,90,375 5,12,428

h) Profit / (Loss) after tax 7,54,080 11,99,338

i) Prior period adjustments 0 0

j) Dividend (Proposed) 0 0

k) Dividend ( Interim) 0 0

l) Dividend Tax 0 0

m)Transfer to General Reserve 0 0

n) Brought Forward Profit/(Loss) 93,17,056 81,17,719

o) Balance of Profit carried to Balance sheet 1,00,71,136 93,17,057

DIVIDEND:

The Directors have decided not to recommend any dividend for the year, so as to create sufficient reserves for future expansion of the Company.

OPERATIONS:

During the year under review, the Company earned other income of Rs.29.78 lacs on account of Interest, Dividend etc. After accounting for expenses, the Company earned a net profit of Rs.7.54 lacs during the year under review as against a profit of earlier year Rs.11.99 lacs. Your Directors hope to do better and start its operations in the current year.

DIRECTORS:

Mr Pratap Singh Bohra holds office up to the date of the ensuing Annual General Meeting and retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his appointment.

It has been proposed to make the composition of the Board in line with Section 152 of the Companies Act, 2013 on account of provisions of Section 152 (6) of the Companies Act, 2013. Accordingly Independent Directors are being reappointed for a period of 5 years from the date of AGM and they will not be liable to retire by rotation.

Your Directors have proposed to alter the terms of appointment of Kamal Singh Baid so as to make him Independent Director for a term of 5 years and he shall not retire by rotation.

The Company at its Board Meeting held on 11th August, 2014, appointed Mr. Jagdishchandra Ghumara and Ms Rachana Tiwari as Additional Directors of the Company. Both hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Jagdishchandra Ghumara and Ms Rachana Tiwari for appointment as Independent Directors for a term of 5 years each.

PUBLIC DEPOSITS:

During the year under review; your Company has not accepted any deposits from the public.

AUDITORS:

The Statutory Auditors, M/s. Majithia & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105871W), hold office till the conclusion of the ensuing Annual General Meeting. The Auditors have expressed their inability to be reappointed as Statutory Auditors of the Company for the financial year 2014-15. The Company has received a notice in writing of their unwillingness to be reappointed. Hence it is proposed to appoint M/s G. P. Agrawal & Co in place of the existing statutory auditors.

The M/s G. P. Agrawal & Co., Chartered Accountants, (Firm Registration No. 302082E), had confirmed that their appointment, if approved by members, would be within the ceilings specified in the Companies Act, 2013. The Audit Committee of the Board has recommended their appointment for a period of 5 years from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 6th AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM).

The Board of Directors recommends appointment of M/s G. P. Agrawal & Co. as Statutory Auditors.

REPLY TO AUDITORS' COMMENTS:

Auditors Qualifications/ Remarks: No qualification / Remarks.

Reply to Auditors Qualification:

Not Applicable.

PARTICULARS OF EMPLOYEES:

Details as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 is not provided since there is no employee drawing more than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. as remuneration.

DISCLOSURE PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

Energy Conservation:

Your Company has not done any major operation during the year. Wherever possible; energy conservation measures required have already been implemented. Efforts to conserve and optimize the use of energy through improved operations methods and other measures will continue.

Technology Absorption:

Considering the basic activities of the Company, there was no technology absorption.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

CORPORATE GOVERNANCE:

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

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance as stipulated under aforesaid Clause 49 is attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the period under the review, as required under Clause 49 of the Listing Agreement, is presented in various sections forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed;

ii. We 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 at the end of the financial year and of the Profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. We have prepared the annual accounts on a "going concern basis".

COMPLIANCE CERTIFICATE:

In accordance with the requirements of Section 383A of the Companies Act, 1956, a Certificate from a Company Secretary in Whole - Time Practice certifying compliance with legal requirements for the year ended 31st March, 2014 is enclosed.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on Delhi Stock Exchange. There is no arrear of Annual Listing Fee payable to the Stock Exchange.

ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company in ensuring the high levels of performance and growth that your Company has achieved during the year.

For Gaurav Mercantiles Limited

Pratap Singh Bohra

Chairman

Place: Mumbai

Date: 11th August, 2014

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Mar 31, 2013

The Directors have the pleasure in presenting their 2Sih Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013 and on the state of affairs of the Company as on the date of this report.

FINANCIAL HIGHLIGHTS:

The financial results at the Company are summarized as under:

Particulars Current Year Previous Year Rs Rs

a) Sales & Other Income 96,42,502 26,32.65, 642

b) Operating Profit/ (Loss) Before Finance Cost. Depreciation and amortization expenses and Taxes 23,16,918 57,12,402

c) Less: Finance Cost 2,97,085 17,68,278

d) Profit / (Loss) before Depreciation and taxes 20,19,833 39.44,124

e) Less: Depreciation and amortization expenses 3,06,067 3,01,053

1) Profit/(Loss) before taxes 17,11,766 36.43,071

g) Less: Provision for taxes 5,12,428 11,58,594

h} Profit / (Loss) after tax 11,93,338 24,84,477

i) Prior period adjustments 0 0

j) Dividend [Proposed)

k) Dividend (Interim) 0 0

l) Dividend Tax 0 0

m) Transfer to General Reserve 0 0

n) Brought Forward Profit/ (LOSS) 81,17,719 56,33,243

o) Balance of Profit carried to Balance sheet 93,17,057 81,17,720

DIVIDEND

The Directors have decided not to recommend any dividend for the year so as to create sufficient reserves for future expansion of the Company.

DIRECTORS

In pursuance in the Companies Ad, 195& and Articles of Association of the Company; Mr. Kamal Singh Baici retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends h is appointment.

PUBLFC DEPOSITS:

During the year under review; your Company has not accepted any deposits from the public.

AUDITORS:

The Statutory Auditors, M/s. Majithia & Associates, Chartered Accountants. Mumbai (Firm Registration No. 10&671W), hold office till the conclusion of the ensuing Annual General Meeting, The Auditors have given the necessary certificate confirming that they are eligible for re- appointment

The Company has received a letter from them to the effect that their re-appointment. if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 220 of the said Act. The Board of Directors recommends The re-appointment as Statutory Auditors,

REPLY TO AUDITORS' COMMENTS:

Auditors Qualifications/ Remarks:

As per AS 15 "Employee Benefits:' issued by the ICAI, provision for benefits in reaped of gratuity is to be made as per actuarial nation were as the Company has made the provision on estimation basis.

Reply to Auditors. Qualification:

The Company has very few employees and therefore decided to calculate the liability as per provisions of The Payment of Gratuity Act instead of getting actuarial valuation and the same is disclosed in Note no. 19(7)(a) PARTICULARS OF EMPLOYEES:

Details as required under Section 217(2A) of the Companies Ad, 1956 read with the Companies (Particulars of Employees} Amendment Rules, 2011 is not provided since them is no employee drawing mo re than Rs.6u,C0,000/- p.a, or Rs 5,00,000/- p.m. as remuneration. DISC LOSURE PU RS U ANT TO SECTI ON 217(1 )(e) OF TH E COM PAN IES ACT, 195*: Energy Conservation;

Your Company has not done any major operation during the year. Wherever possible; energy conservation measures required have already been Implemented, Efforts to conserve and optimize the use of energy through improved operations methods and other measures will continue.

Technology Absorption:

Considering the basic activities of the Company, there was no technology absorption,

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Nil

Foreign Exchange a Outgo: Nil

CORPORATE GOVERNANCE:

The Company is committed to maintain the standards Of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A Report on Corporate Governance as stipulated under Clause 49 Office Listing Agreement forms part of this Annual Report.

The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance as stimulated under aforesaid Clause 49 is attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the period unfed the review, as required under Clause 49 of the bating Agreement, Is presented in various sections forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217[2AA} of the Companies Act, 1956 with respect to Directors- Responsibility State merit, it is hereby confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31st March. 2013. the applicable accounting standards had been followed;

ii. We have selected such accounting policies and applied them cons instantly 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 at the end of the financial year and of the Profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the as its of the Company and tor preventing and deducing fraud and other irregularities;

iv. We have prepared the annual accounts on a going concern basis

COMPLIANCE CERTIFICATE:

In accordance with the requirements of Section 383A of the Companies Act, 1956, a Certificate from a Company Secretary in Whole - Time Practice certifying compliance with legal requirements for the year ended 31st March, 2013 is enclosed,

LISTING OF EQUITY SHARES:

The Company's equity shares are fished on Delhi Stock Exchange. There is no arrear of Annual Listing Fee payable to the Stock Exchange.

ACKNOWLEDGEMENTS:

Your Director would like Jo express their appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and Remembers during the year uncertainty review,

Your Directors wish to place on record their next sense of appreciation for the committed services by the executives, staff and workers of the Company in ensuring the high levels of performance and growth that your Company has achieved during the year.

For Gaurav Mercantiles Limited

Pratap Singh Bohra

Chairman

Place: Mumbai

Date : 13th Jura, 2D13

---

Mar 31, 2012

The Directors have the pleasure in presenting their 27th Annual Report together with the Audited statement of accounts of the company for the year ended 31st March, 2012 and on the state of affairs of the Company.

FINANCIAL HIGHLIGHTS

The financial results of the company are summarized as under:

Particulars Current Year Previous Year Rs. Rs.

a) Sales & Other Income 263,265,642 4,644,543

b) Operating Profit / (Loss) Before Finance Cost, Depreciation and amortization expenses and Taxes 57,12,402 3,854,216

c) Less: Finance Cost 1,768,278 26,925

d) Profit / (Loss) before Depreciation and taxes 3,944,124 3,827,291

e) Less: Depreciation and amortization expenses 301,053 219,742

f) Profit / (Loss) before taxes 3,643,071 3,607,549

g) Less: Provision for taxes 1,158,594 1,056,848

h) Profit / (Loss) after tax 2,484,477 2,550,701

I) Prior period adjustments 0 0

j) Dividend (Proposed)

k) Dividend (Interim) 0 0

I) Dividend Tax 0 0

m) Transfer to General Reserve 0 0

n) Brought Forward Profit/(Loss) 5,633,243 3,082,542

o) Balance of Profit carried to Balance sheet 8,117,719 5,633,243

DIVIDEND

The Directors have decided not to recommend any dividend for the year, so as to create sufficient reserves for future expansion of the Company.

OPERATIONS

The Financial Year 2011-12 was a challenging year. The global economy witnessed a lower economic growth. Despite various constraints and the challenging environment, the company performed reasonably well.

During the year under review, the Company ventured into ship breaking activity and also diversified its business into purchase of old factories for dismantling and sale thereof. Apart from ship breaking, the company had also planned to exploit potential in another scrap related sector. Several units of textile and machinery had come up for sale in recent past. For optimum utilization of resources and to increase profitability, the company planned to mix and match ship breaking operations with purchase of scrap of old factories and import/dealing of metal scrap and coal..

As a result of the aforesaid activities; the Company achieved net operational income of Rs. 25,86,80,750/- during the year under review and the profit after tax is Rs. 24,84,477/-. Your Directors hope to do better in the current year.

DIRECTORS

In Pursuance to the Companies Act, 1956 and Articles of Association of the Company; Mr. Tarun Bohra retires by rotation and being eligible offer himself for re-appointment. The Board of directors recommends his appointment.

PUBLIC DEPOSITS

During the year under review; your company has not accepted any deposits from public.

AUDITORS

M/s. Majithia & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105871W) the Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and eligible for re-appointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

Details as required under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 is not provided since there is no employee drawing more than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. as remuneration.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO PURSUANT TO SECTION 217(1 )(E) OF THE COMPANIES ACT, 1956

ENERGY CONSERVATION

Your Company has not done any major operation during the year. Wherever possible; energy conservation measures required have already been implemented. Efforts to conserve and optimize the use of energy through improved operations methods and other measures will continue.

TECHNOLOGY ABSORPTION

Considering the basic activities of the company, there was no technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings: Nil (Previous Year - Nil)

Outgoings: Rs. 2129.48 Lacs (Previous Year Rs. Nil)



Regd. Office: By Order of the Board

310 Gokul Arcade-B FOR GAURAV MERCANTILES LIMITED

Subhash Road, Vile Parle-E,

Mumbai-400057 P.S.BOHRA

Date: 9th August, 2012 CHAIRMAN

---

Mar 31, 2011

The Directors have pleasure in presenting the 26th Annual Report together with Audited statements of accounts of the Company for the year ended 31 st March 2011. The financial results of the Company are summarized as under:

(Rs-)

Gross Surplus for the year 3827291

Less: Depreciation 219742

Less : Provision for Income tax/Deferred tax 1056848

Add: Credit Balance Brought forward from previous year 3082542

Amount available for appropriation 5633242

APPROPRIATION:

Transferred to General Reserve 0

Credit Balance Carried to Balance Sheet 5633242

DIVIDEND

The Directors have decided not to recommend any dividend for the year, so as to create sufficient reserves for the future expansion of the Company.

OPERATION

The working results of the company for the year are satisfactory. Your directors report that Company has sold some of its properties at good profits. Your Directors hope to do better in the current year.

DIRECTORS

In pursuance to the Companies Act, 1956 and Article of Association of the Company Mr.P.S. Bohra retire by rotation and being eligible offer himself for re-appointment.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit from Public.

AUDITOR'S OBSERVATION

As regards Auditors observations in the report, the report is self explanatory and gives factual position which does not require further clarifications.

AUDITORS

M/s Majithia & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General meeting. They have signified their willingness to accept re-appointment and confirmed their eligibility u/s 224 (1B) of the Companies Act, 1956.

PERSONNEL

No employee was in receipt of remuneration, which was more than the limits prescribed under section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGOING

Your Company has not done any major operation during the year. Wherever possible energy conservation measures required have already been implemented. Efforts to conserve and optimize the use of energy through improved operation methods and other measures will continue. Considering the basic activities of the company, there was no technology absorption. There has been no foreign exchange used or earned.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed to this Report. The certificate from the auditors in this respect is annexed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by the listing agreement, are dealt with in various sections of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

A statement on directors' Responsibility as prescribed under Section 217 (2AA) of the Companies Act, 1956 is given below: i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. We 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 at the end of the financial year and of the profit or loss of the company for that period.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. We have prepared the annual accounts on a "going concern basis".

COMPLIANCE CERTIFICATE

In accordance with the requirements of Sec.383A of the Companies Act, 1956, Certificate from Practicing Company Secretary certifying compliance with the legal requirements for the year ended 31st March, 2011 is enclosed.

LISTING OF EQUITY SHARES

The Company's equity shares are listed on Delhi Stock Exchange. There is no arrear of Annual Listing Fee payable to Stock Exchange.

For and on behalf of the Board

Place : Mumbai P. S. BOHRA

Dated : 25.8.2011 Chairman