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:

^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:

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”).

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:

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.