Dear Members,
The Board of Directors (the "Board") presents the 41st
(forty-first) Annual Report along with the Audited Financial Statements of your Company
for the financial year ("FY") ended March 31, 2026.
Financial Results
The key financial figures of your Company for the FY ended March 31,
2026, are as follows:
Particulars |
Standalone |
Consolidated |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
| Revenue from operations |
73,144 |
1,08,714 |
8,12,255 |
3,18,114 |
| Other income |
1,58,379 |
4,07,390 |
1,78,979 |
3,30,470 |
Total income |
2,31,523 |
5,16,104 |
9,91,234 |
6,48,584 |
| Employee benefit expenses |
89,666 |
1,07,452 |
4,78,805 |
2,82,180 |
| Finance cost |
35,985 |
2,06,161 |
40,960 |
2,06,585 |
| Depreciation and amortization expense |
12,129 |
14,020 |
59,687 |
51,222 |
| Impairment loss on financial assets |
2,642 |
135 |
3,768 |
2,482 |
| Other expenses |
85,264 |
78,952 |
4,16,024 |
2,11,875 |
Total expenses |
2,25,686 |
4,06,720 |
9,99,244 |
7,54,344 |
Profit/Loss before share of loss of
associates and exceptional items |
5,837 |
1,09,384 |
(8,010) |
(1,05,760) |
| Share of net loss of associates accounted for
using the net equity method |
- |
- |
(11,894) |
35,741 |
Profit/(Loss) before exceptional items and
tax |
5,837 |
1,09,384 |
(19,904) |
(70,019) |
| Exceptional items income/ (expenses) |
(1,577) |
(1,23,494) |
4,18,438 |
(2,92,372) |
Profit/(Loss) before tax |
4,260 |
(14,110) |
3,98,534 |
(3,62,391) |
| Tax expenses/ (income) |
(18,041) |
(29,460) |
(16,955) |
(29,460) |
Profit/(Loss) after tax |
22,301 |
15,350 |
4,15,489 |
(3,32,931) |
Financial Performance and State of Company's Affairs
On a Standalone basis, your Company earned an income of INR 2,31,523
thousand as against INR 5,16,104 thousand during the last FY. Net profit after tax
stood at INR 22,301 thousand as against profit of INR 15,350 thousand for the last
FY.
On a Consolidated basis, your Company earned an income of INR 9,91,234
thousand as against INR 6,48,584 thousand for the last FY and net profit after tax
stood at INR 4,15,489 thousand as against net loss of INR (3,32,931) thousand for the last
FY.
During FY 2025-2026, there has been no change in the nature of the
Company's business.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its
Subsidiaries for the FY 2025-2026 have been prepared in compliance with the applicable
provisions of the Companies Act, 2013 (hereinafter referred as the "Act") and as
stipulated under Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the
"Listing Regulations"), as well as in accordance with the Indian Accounting
Standards (the "Ind AS")- 110 notified under the Companies (Indian Accounting
Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the
Independent Auditor's Report thereon form part of the Annual
Report.
TheAuditedFinancialStatements(StandaloneandConsolidated) of your
Company and all other requisite documents are available on the Company's website and
can be accessed through the link- Financial Statements.
Material Developments
Change in Object Clause of Memorandum of Association
To enable the Company to diversify and expand its business operations
into new and emerging sectors, the Board of Directors in their meeting held on May 27,
2025, and the Members of the Company at 40th Annual General Meeting held on September 16,
2025, approved to alter the Object Clause of Memorandum of Association ("MOA")
of the Company by including new business objects in the MOA with the aim of expanding the
Company's overall scope of activities.
These new business objects enabled the Company to foray in the
hospitality and food services industry, including the ownership, management, and operation
of hotels, resorts, restaurants, cafes, food courts, and entertainment services.
These amendments also enabled the Company to participate in cultural
and experiential ventures such as curated food halls, gastronomic hubs, beverage venues,
performance spaces, and brand engagement platforms. Furthermore, the Company will be
authorized to undertake real estate activities, including the acquisition, development,
leasing, and management of various types of immovable properties.
The Registrar of Companies, Delhi, vide certificate dated October 3,
2025, approved alteration of the Object Clause(s) of the Company.
Times Out Market, India
On May 27, 2025, your Company entered into two agreements with Time Out
Group: (i) a Master Franchise Agreement with Time Out Market Limited, a company
incorporated in England and Wales, for the launch of Time Out Media in India as a digital
destination featuring editorial content curated by local expert journalists; and (ii) a
Time Out Franchise Agreement with Time Out England Limited, a company incorporated in
England and Wales, for the development of Time Out Market opportunities in India as an
immersive food and cultural destination.
On February 9, 2026, the Company entered into a SubLease Agreement with
Alborz Developers Limited for setting up the first Time Out Market in Delhi, India.
On April 24, 2026, the Company formally launched Time Out India and
announced its first Time Out Market in New Delhi, bringing high-quality, expert content
and world-class cultural and culinary offerings to Indian consumers and advertisers.
Agreement with Cognita Ventures LLC and acquisition of control over QT
Inc.
Pursuant to the Amended and Restated Stockholders' Agreement
("Amended Agreement") with Cognita Ventures LLC ("Cognita") dated
August 29, 2025, Global Media Technologies Inc. ("GMT"), a wholly owned
subsidiary of the Company, acquired majority control over the Board of Directors of
Quintype Technologies Inc. ("QT Inc."). Accordingly, with GMT holding 50%
shareholding and exercising control over the Board of QT Inc., QT Inc. became a material
subsidiary of the Company with effect from October
1, 2025. Consequently, Quintype Services India Private Limited
("QT Services"), being a subsidiary of QT Inc., also
becameamaterialsubsidiaryoftheCompanywithe_ectfrom October 1, 2025. Prior to October 1,
2025, both QT Inc. and QT Services were Joint Venture Companies of the Company.
Reclassification of Authorised Share Capital- Alteration of Memorandum
of Association
To facilitate fund raising and to provide flexibility in the capital
structure of the Company, the Board of Directors in their meeting held on January 30,
2026, and the Members of the Company vide Postal Ballot approval dated March
5, 2026, approved the reclassification of the Authorised Share Capital
of the Company from INR 2,10,00,00,000/- (Indian Rupees Two Hundred and Ten Crores Only)
divided into 21,00,00,000 (Twenty-One Crores) Equity Shares of INR 10/- (Indian Rupees Ten
Only) each to INR 2,10,00,00,000/- (Indian Rupees Two Hundred and Ten Crores Only) divided
into 10,00,00,000 (Ten Crores) Equity Shares of INR 10/- (Indian Rupees Ten Only) each and
1,10,00,000 (One Crore Ten Lakh) Preference Shares of INR 100/- (Indian Rupees One Hundred
Only) each.
Alteration of Articles of Association
To strengthen the corporate governance framework of the Company, to
provide greater operational flexibility, and to align the Company's internal
regulations with contemporary industry practices and applicable statutory requirements,
the Board of Directors in their meeting held on January 30, 2026, and the Members of the
Company vide Postal Ballot approval dated March 5, 2026, approved the amendment and
restatement of the existing Articles of Association ("AOA") of the Company.
Additional Investment in Lee Enterprises Inc.
The Board of Directors in their meeting held on December 30, 2025,
approved participation in a private placement offer by Lee Enterprises, Incorporated
("LEE"), a Delaware corporation listed on NASDAQ, for subscription of 2,451,346
shares of Common Stock (par value USD 0.01 each) at a price of USD 3.25 per share,
aggregating to approximately USD 7.97 million. The Company completed the acquisition on
February 6, 2026. Post acquisition, the aggregate holding of the Company in LEE stood at
14.59%.
LEE is a leading provider of trusted local news and information,
complemented by fast-growing digital media and advertising platforms, operating under the
ticker "LEE" on NASDAQ.
Fund Raising
The Board of Directors at its meeting held on May 22, 2026, approved
the following fund-raising proposals:
Issuance of Non-Convertible Debentures: Raising of funds by
issuance of 10,000 (Ten Thousand) Secured, Unlisted, Unrated, Redeemable, Non-Convertible
Debentures having face value of INR 1,00,000/- (Indian Rupees One Lakh Only) each,
aggregating up to INR 1,00,00,00,000/- (Indian Rupees One Hundred Crores Only), in one or
more tranches, on a private placement basis, in accordance with the applicable provisions
of the Companies Act, 2013 and other relevant laws.
Rights Issue: Raising of funds by issuance of partly paid-up
Compulsorily Convertible Preference Shares together with detachable Warrants, for an
aggregate consideration up to INR 91,00,00,000/- (Indian Rupees Ninety-One Crores Only),
by way of a Rights Issue, to the eligible equity shareholders of the Company as on the
record date to be determined by the Rights Issue Committee of the Board, subject to
receipt of requisite approvals under applicable laws.
The Board has re-constituted the Rights Issue Committee to determine
the terms and conditions of the Rights Issue, including the issue price, record date,
timing, and other related matters.
Subsidiary, Associate and Joint Venture Companies
During the year under review, the following changes have taken place in
Subsidiary/ Associates/ Joint Venture Companies:
Pursuant to the Amended and Restated Stockholders' Agreement
dated August 29, 2025, entered into with Cognita Ventures LLC ("Cognita"),
Global Media Technologies Inc. ("GMT"), a wholly owned subsidiary of Quint
Digital Limited ("QDL" or the "Company"), acquired majority control
over the Board of Directors of Quintype Technologies Inc. ("QT Inc.").
Consequently, with GMT holding a 50% shareholding and exercising control over the Board of
QT Inc., QT Inc. became a material subsidiary of QDL with effect from October 1, 2025.
Consequent to above changes, Quintype Services India Private
Limited ("QT Services") wholly owned subsidiary of QT Inc., also became a
material subsidiary of QDL with effect from October 1, 2025.
With effect from October 1, 2025, QT Inc. and QT Services ceased to
be joint venture companies of QDL.
As on March 31, 2026, your Company has below Subsidiaries/ Associates
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 Inc.
("QT India") |
Subsidiary Company |
| 4. Quintype Technologies Inc.") |
("QT Subsidiary Company |
| 5. Quintype Services India Limited ("QT
Services") |
Private Subsidiary Company |
| 6. Spunklane Media Private ("Spunklane") |
Limited Associate |
| 7. YKA Technologies Private (Formerly YKA
Media Private Limited) ("YKA") |
Limited Associate Company |
The details of the investments/ disinvestment are provided in note no.
4 of the Notes to Accounts of Standalone Financial Statement of the Company.
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 are given in the prescribed Form AOC-1, enclosed as Annexure-A to this
report. Since the statement provides required highlights of performance and financial
position, it is not reported here to avoid duplication.
The policy for determining material subsidiaries of the Company is
available on the Company's website and can be accessed through the link- Policy
for determining Material Subsidiaries.
The Audited Financial Statements of the Subsidiary Companies are
available on the Company's website and can be accessed through the link- Annual
Accounts of Subsidiaries.
Material changes and commitments, if any, affecting the financial
position
The details of material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the FY ended on March 31,
2026, and as on the date of this Report are given in the note no. 40 and 41 to the
Standalone Financial Statement.
Dividend
The Board has not recommended any dividend for the year under review.
Pursuant to Regulation 43A of the Listing Regulations the Board had
formulated a Dividend Distribution Policy (‘the Policy').
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
To facilitate fund raising and to provide flexibility in the capital
structure of the Company, the Board of Directors in their meeting held on January 30,
2026, and the Members of the Company vide Postal Ballot approval dated March
5, 2026, approved the reclassification of the Authorised Share Capital
of the Company from INR 2,10,00,00,000/- (Indian Rupees Two Hundred and Ten Crores Only)
divided into 21,00,00,000 (Twenty-One Crores) Equity Shares of INR 10/- (Indian Rupees Ten
Only) each to INR 2,10,00,00,000/- (Indian Rupees Two Hundred and Ten Crores Only) divided
into 10,00,00,000 (Ten Crores) Equity Shares of INR 10/- (Indian Rupees Ten Only) each and
1,10,00,000 (One Crore Ten Lakh) Preference Shares of INR 100/- (Indian Rupees One Hundred
Only) each.
As on March 31, 2026, the Authorised Share Capital of your Company
stood at INR 2,10,00,00,000/- (Indian Rupees Two Hundred and Ten Crores Only), divided
into 10,00,00,000 (Ten Crore) Equity Shares of INR 10/- (Indian Rupees Ten Only) each and
1,10,00,000 (One Crore Ten Lakh) Preference Shares of INR 100/- (Indian Rupees One Hundred
Only) each.
Issued and Paid-up Capital
As on March 31, 2026, the Issued and Paid-up Share Capital of your
Company stood at INR 47,18,25,080/- (Indian Rupees Forty-Seven Crores Eighteen Lakh
Twenty-Five Thousand and Eighty Only), divided into 4,71,82,508 (Four Crore Seventy-One
Lakh Eighty-Two Thousand Five Hundred and Eight) Equity Shares of INR 10/- (Indian Rupees
Ten Only) each.
During the year under review, on April 4, 2025, your Company allotted
25,500 (Twenty-Five Thousand Five Hundred) Equity Shares of face value INR 10/- (Indian
Rupees Ten Only) each, pursuant to the exercise of stock options granted under the QDL
Employee Stock Option Plan 2020 (hereinafter referred to as the "QDL ESOP
Plan").
Your Company has not issued any Equity Shares with differential voting
rights during the year under review. Your Company has only one class of Equity Shares
having a face value of INR 10/- (Indian Rupees Ten Only) each, ranking pari passu in all
respects with the existing Equity Shares of the Company.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a
separate section forming part of the Annual Report.
Directors and Key Managerial Personnel
1. In accordance with the provisions of the Act, Ms. Ritu Kapur (DIN:
00015423) and Ms. Vandana Malik (DIN: 00036382), Directors of the Company, are liable to
retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered
themselves for re-appointment. The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee, has recommended their reappointment at the ensuing
Annual General Meeting.
2. Ms. Ritu Kapur (DIN: 00015423) was appointed as the Whole-Time
Director and Chief Executive Officer of the Company with effect from September 30, 2020,
and was subsequently re-designated as the Managing Director and Chief Executive Officer of
the Company effective from February 19, 2021, for a tenure of 5 (Five) years commencing
from February 19, 2021, up to February 18, 2026.
Further the Board of Directors, on the recommendation of the Nomination
and Remuneration Committee, at their meeting held on April 30, 2025, and the Members of
the Company at the 40th Annual General Meeting held on September 16, 2025, approved her
re-appointment as the Managing Director and Chief Executive Officer of the Company for a
further period of 3 (Three) years commencing from February 19, 2026, up to February 18,
2029.
3. The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, at their meeting held on August 14, 2025, approved the appointment
of Ms. Tara Bahl (DIN: 11229216) as an Additional Director, designated as a Non-Executive,
Non-Independent Director of the Company, with effect from August 18, 2025, to hold office
up to the date of the 40th Annual General Meeting. The Members of the Company, at the 40th
Annual General Meeting held on September 16, 2025, subsequently approved her
regularisation and appointment as a Non-Executive, Non-Independent Director of the
Company, with effect from August 18, 2025.
4. The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, at their meeting held on August 14, 2025, approved the appointment
of Mr. Tushar Tulsiram Patil (DIN: 11234876) as an Additional Director, designated as a
Non-Executive, Independent Director of the Company, with effect from August 18, 2025, to
hold office up to the date of the 40th Annual General Meeting. The Members of the Company,
at the 40th Annual General Meeting held on September 16, 2025, approved his appointment as
a Non-Executive, Independent Director of the Company for a first term of 5 (Five)
consecutive years, commencing from August 18, 2025.
5. The Board of Directors, at their meeting held on July 16, 2021, had
appointed Ms. Abha Kapoor (DIN: 01277168) as an Additional Director of the Company, to
hold office up to the date of the ensuing Annual General Meeting. Subsequently, the
Members of the Company, through Postal Ballot approval dated December 31, 2021, appointed
Ms. Abha Kapoor as a Non-Executive, Independent Director of the Company for a first term
of
5 (Five) consecutive years, commencing from December 31, 2021, up to
December 30, 2026. Further, the Board of Directors, on the recommendation of the
Nomination and
Remuneration Committee, at their meeting held on May 22, 2026, approved
her re-appointment as a Non-Executive, Independent Director of the Company for a second
term of 5 (Five) consecutive years, commencing from December 31, 2026, up to December 30,
2031, subject to approval of the Members of the Company by way of Special Resolution at
the ensuing Annual General Meeting.
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 Personnel of your Company.
During the FY 2025-2026, the Board of Directors underwent changes as
detailed hereinabove. There were no changes in the Key Managerial Personnel of the Company
during the year under review.
The Company has received declaration from all the 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 they 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.
A detailed overview of the key skills, expertise and core competencies
of the Board, including the Independent Directors, is provided within the Corporate
Governance Report of the Annual Report.
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- Familiarisation Programme.
Board Meetings
During the FY 2025-2026, 6(Six) meetings of the Board were held. For
details of meetings of the Board, please refer Corporate Governance Report. Out of 6(Six)
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.
Committee Meetings
As on March 31, 2026, 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 2025-2026, various meetings of the Committees of the
Board were duly held. All recommendations made by the Committees of the Board, including
the Audit Committee, were accepted and approved by the Board of Directors.
For details with respect to the scope, constitution, terms of
reference, and number of meetings held during the year under review, along with the
attendance of Committee Members thereat, kindly refer to the Corporate Governance Report.
Independent Directors Meeting
The meeting of the Independent Directors was held on March 19, 2026,
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 of Directors, its
Committees, the Chairman, and Individual Directors was duly carried out for the FY
2025-2026. The evaluation process was led by the Nomination and Remuneration Committee
through structured individual questionnaires covering, amongst others, Board composition,
conduct in accordance with the
Company's values and governance standards, contribution towards
corporate strategy and business plans, risk oversight, functioning and effectiveness of
Board Committees, skill set, knowledge and expertise of Directors, and quality of
participation and leadership at Board and Committee meetings.
The Committees of the Board were separately evaluated on parameters
including, inter alia, timely receipt of adequate agenda materials, review of Committee
charters, communication of key developments and recommendations to the Board, and adequacy
of deliberations prior to approval of significant transactions and decisions.
As part of the evaluation process, the Independent Directors, at their
separate meeting held on March 19, 2026, evaluated the performance of the Non-Independent
Directors and the Chairman of the Board individually, in accordance with Schedule IV of
the Act and Regulation 25(3) of the Listing Regulations. The performance evaluation of the
Board of Directors, its committees, and Individual Directors was conducted by the
Nomination and Remuneration Committee, excluding the Director being evaluated. The
outcomes thereof were duly collated and placed before the Nomination and Remuneration
Committee and the Board of Directors for their consideration.
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, 2026, the Board of Directors of your Company comprised
9 (Nine) Directors, consisting of 1 (One) Executive Director, designated as the Managing
Director and Chief Executive Officer, and 8 (Eight) Non-Executive Directors. Of the
8 (Eight) Non-Executive Directors, 4 (Four) are Independent Directors,
including 1 (One) Woman Independent Director.
Policy on Directors' Appointment and Remuneration
Your Company firmly believes that fostering a diverse and inclusive
culture is integral to its sustained success. A diverse Board is better positioned to
leverage a wide spectrum of skills, qualifications, professional experiences,
perspectives, and backgrounds, which is essential for achieving balanced and sustainable
growth.
The Nomination and Remuneration Policy, as adopted by the Board of
Directors, lays down the criteria for determining qualifications, positive attributes, and
independence while evaluating a candidate for appointment or re-appointment as a Director
or as a Key Managerial Personnel (KMP), ensuring no discrimination on the grounds of
gender, race, ethnicity, nationality, or country of origin. The Policy further establishes
the framework for remuneration of Directors, Key Managerial Personnel, Senior Management
Personnel, and other employees of the Company.
The detailed Nomination and Remuneration Policy is available on the
website of the Company 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,
2026, 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, 2026,
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, 2026, 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").
Further to ensure efficient administration of the Scheme and to align
its implementation with evolving market conditions, business requirements, and regulatory
expectations, the Board of Directors subject to the approval of the Members of the Company
in the ensuing Annual General Meeting, approved the amendment to the Scheme. The proposed
amendment is intended to provide the Compensation Committee with adequate operational
flexibility to effectively manage the Scheme, while ensuring that any actions taken
thereunder remain fair and are not prejudicial to the interests of the option holders.
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. 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, 2026, in pursuance of the Listing Regulations forms part of the Annual Report and is
enclosed to this report.
The requisite Certificate from a Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance is enclosed as Annexure-C to
the report.
In compliance with corporate governance requirements as per the Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and senior management personnel of your Company ("Code of Conduct"), who
have afirmed the compliance thereto. The Code of Conduct is available on the website of
your Company.
Particulars of Loans, Guarantees and Investments
Loans, guarantees and investments covered under Section 186 of the Act
have been disclosed in the financial statements, which forms part of the 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 instituted a robust Risk Management Policy, duly
aligned with the provisions of the Act and the Listing Regulations, afirming its
commitment to sound governance and long-term value creation. The risk management framework
is firmly embedded across all major functions of the organisation and is designed to
proactively identify, assess and effectively respond to threats that could potentially
impact the achievement of business objectives.
Risk management is an integral pillar of your Company's strategy
and a cornerstone of its pursuit of sustainable long-term growth. The Company's
ability to identify, evaluate and leverage opportunities arising from its diverse business
operations and the markets it serves continues to be a key driver of organisational
resilience and competitive strength.
Your Company has a well-constituted Risk Management Committee,
entrusted with the responsibility of assisting the Board in overseeing and approving the
enterprise-wide risk management framework and ensuring that all material risks faced by
the organisation including strategic, financial, credit, market, liquidity, security,
property, information technology, cyber security, legal, regulatory and reputational
risks, are duly identified, assessed and adequately mitigated through a capable risk
management infrastructure.
The details pertaining to the composition, meetings and terms of
reference of the Risk Management Committee are set out in the Corporate Governance Report.
A detailed note on Risk Management is given as part of "Management
Discussion & Analysis".
Contracts and Arrangements with Related Parties
The Company has an established and well-governed framework for the
approval and monitoring of Related Party Transactions (RPTs).
All contracts/ arrangements/ transactions entered by the Company during
the FY with related parties were in the ordinary course of business and on an arm's
length basis. The particulars of contracts/ 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.
There were no materially significant RPTs which could have potential
conflict with the interests of the Company at large.
Your directors draw attention of the Members to note no. 30 in the
notes to accounts in the Standalone Financial Statement and to note no. 34 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.
Cyber Security
Your Company remains steadfast in its commitment to maintaining a
robust and resilient cyber security framework, with cyber security maturity reviewed
periodically and processes and technology controls continuously strengthened to stay ahead
of emerging threat scenarios. The technology environment is empowered with real-time
security monitoring, supported by a comprehensive multi-layered defence architecture
encompassing end-user devices, network infrastructure, applications and data, ensuring
end-to-end protection at every level.
Vigil Mechanism/ Whistle Blower Policy
As required under Section 177(9) of the Act and Regulation 22 of the
Listing Regulations, your Company has established a 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
The Members of the Company, at the 39th Annual General Meeting
("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 for a first term of five
consecutive years, commencing from the conclusion of the 39th AGM until the conclusion of
the 44th AGM (to be held in the calendar year 2029).
M/s S.N. Dhawan & Co LLP have confirmed that they are not
disqualified from continuing as Statutory Auditors of the Company and meet the prescribed
eligibility criteria.
The Statutory Auditors' Report on the financial statements forms
part of the Annual Report. The Report has been issued with an unmodified opinion and does
not contain any qualification, reservation, adverse remark, or disclaimer.
Secretarial Auditors
The Members of the Company, at the 40th Annual General Meeting
("AGM") held on September 16, 2025, approved the appointment of M/s. Rashi
Sehgal & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm
Registration Number: S2010DE142900) as the Secretarial Auditor of the Company for a period
of five years to hold office from the conclusion of 40th AGM till the conclusion of the
45th AGM, to be held in the year 2030.
M/s Rashi Sehgal & Associates have confirmed that they are not
disqualified from continuing as Secretarial Auditor of the Company and meet the prescribed
eligibility criteria.
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.
The Secretarial Audit Report of the Company as prescribed under Section
204 of the Act is enclosed as Annexure-E to the Report.
Pursuant to Regulation 24A of the Listing Regulations, the Company is
required to annex the Secretarial Audit Reports of its material unlisted subsidiaries
incorporated in India to its Annual Report. Accordingly, Quintype Technologies India
Limited and Quintype Services India Private Limited, being identified as material unlisted
subsidiaries of the Company for FY 2025-2026, their respective Secretarial Audit Reports
are enclosed as Annexure-F to the Report.
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors have reported any instances of fraud by the Company's officers
or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure
is required in the Board's Report under Section 134(3)(ca) of 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.
The details in respect of internal financial controls and its adequacy
are included in the Management Discussion and Analysis, which forms part of this Report.
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. 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.
Succession Plan
Your Company has an effective mechanism for succession planning which
focuses on orderly succession of Directors and Senior Management. The NRC implements this
mechanism in concurrence with the Board.
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 2025-2026 to the said Stock Exchange.
Depositories
The Company's shares are available for dematerialization with both
the Depositories i.e. National Securities Depository Limited and Central Depository
Services (India) Limited. 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 and have never suspended from Trading. The
Annual Custody fees for the FY 2025-2026 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
pursuant to Section 178 of the Act and the applicable Listing Regulations. Further details
in this regard are provided in the Corporate Governance Report forming part of this Annual
Report.
The disclosures required under Section 197(12) of the Act, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modifications or re-enactments thereof for the time being in
force), in respect of the Directors and employees of the Company are set out in Annexure-H
to this Report.
Annual Return
The Annual Return for FY 2025-2026 is available on the Company's
website and can be accessed through the link-
Annual Return.
Books of Accounts
Your Company is maintaining books of accounts and other relevant books,
papers and financial statements of the Company at the Corporate Office situated at
Carnoustie Building, Plot No. 1, 9th Floor, Sector 16A, Film City, Noida-201
301, Uttar Pradesh, India.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, relevant disclosure is given below:
A. Conservation of Energy: NA
i. the steps taken or impact on conservation of energy; NA
ii. the steps taken by the company for utilising alternate sources of
energy; NA
iii. the capital investment on energy conservation equipment's; NA
B. Technology Absorption: NA
i. The efforts made towards technology absorption; NA
ii. the benefits derived like product improvement, cost reduction,
product development or import substitution; NA
iii. in case of imported technology (imported during the last three
years reckoned from the beginning of the FY);
a) the details of technology imported; NA b) the year of import; NA c)
whether the technology been fully absorbed; NA
d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; NA
iv. the expenditure incurred on Research and Development; NA
C. Foreign exchange earnings and Outgo
During the year under review, foreign exchange earnings were INR
57,680/- thousand as against outgo of INR 14,273/- thousand.
Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company maintains a zero-tolerance approach towards sexual
harassment and is firmly committed to ensuring the safety, dignity, and well-being of all
its employees. It strives to foster a safe, inclusive, and respectful workplace across all
its operations.
The Company has adopted an Anti-Sexual Harassment Policy in line with
the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been duly constituted
to address any complaints pertaining to sexual harassment. The Policy extends to all
employees, including those who are permanent, contractual, temporary, and trainees.
Regular training and awareness programmes are conducted to promote sensitivity and
reinforce the importance of maintaining a respectful workplace.
During the year under review, no complaints were received under the
aforesaid Act.
Particulars |
Details |
| Number of complaints of sexual harassment
received in the year |
Nil |
| Number of complaints disposed off during the
year; and |
Nil |
| Number of cases pending for more than ninety
days |
Nil |
Disclosures with respect to the compliance of the provisions relating
to the Maternity Benefit Act 1961
Your Company has a strong and diverse workforce with a significant
representation of women employees across multiple roles and levels.
Your Company is compliant with the applicable provisions of the
Maternity Benefit Act, 1961, and extends all applicable maternity benefits and related
facilities to eligible employees, in accordance with the statutory requirements.
Transfer of Unclaimed Shares
As per Regulation 39(4) of the Listing Regulations, unclaimed shares
lying in the possession of the Company are required to be dematerialized and transferred
to a special demat account maintained by the Company. Accordingly, such shares are held in
the "Unclaimed Suspense Account" of the Company maintained with FE Securities
Private Limited. This account is held by the Company strictly on behalf of the
shareholders entitled to these equity shares.
In compliance with the Listing Regulations, the details in respect of
shares held in the "Unclaimed Suspense Account" are set out below:
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, 2025 |
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, 2026 |
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.
The declaration by the Chief Executive Officer under Regulation 34(3),
read with Schedule V of the Listing Regulations, confirming 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
Your Company's Corporate Social Responsibility ("CSR")
initiatives are aligned with the requirements of Section 135 of the Act.
The CSR Policy, as formulated by the CSR Committee and approved by the
Board, remains unchanged. The CSR Policy and the Annual Action Plan are available on the
Company's website under the sections titled CSR Policy and Annual Action
Plan.
The CSR Policy outlines the guiding principles for the CSR Committee,
including, inter alia, the activities to be undertaken by the Company in accordance with
Schedule VII to the Act, CSR governance and implementation framework, composition of the
Committee, and monitoring of CSR activities. During the year, the Company spent INR
8,85,292 towards CSR initiatives.
The contributions were 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" initiative.
The Annual Report on CSR activities, prepared in accordance with
Section 135 of the Act and the rules made thereunder, is annexed to this Report as Annexure-K.
Awards and Accolades
Details of the accolades received by the Company during FY 2025-2026
are duly briefed in the 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) 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 has not issued any equity shares, except for the grant
of options under Employees' Stock Options Scheme referred to in this Report.
d) No proceedings are initiated/pending against the Company under the
Insolvency and Bankruptcy Code, 2016.
e) Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
f) No political contribution was made during the year under review.
g) There were no significant and material orders passed by the
Regulators/ Courts/ Tribunals impacting the going concern status of the Company operations
in future.
h) 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.
i) The Company has not failed to complete or implement any corporate
action within the specified time limit.
Acknowledgment
Your directors take this opportunity to express their sincere gratitude
to the Members, bankers, regulatory authorities, stock exchanges, and other business
associates for their continued support and cooperation, which have contributed to the
smooth conduct of the Company's operations 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: Delhi |
Chairman |
Date: May 22, 2026 |
DIN:00063017 |
|