The Standalone and Consolidated financial performance of the Company for the financial year ended March 31, 2025 is summarized below:

During the financial year 2024 25, the Company strategically shifted its focus from the trading segment to its core business activities, resulting in a marginal decline in revenue compared to the previous year. This realignment was part of the Company's long-term growth strategy to concentrate on high-margin and sustainable business segments. Despite the reduction in topline revenue, the Company delivered strong operational performance, reflected in improved profitability. The profit after tax increased proportionately in comparison to the revenue, highlighting better cost efficiency, improved margins, and effective financial management.

Quicktouch Technologies Limited is a progressive, innovation-led company engaged in diverse business activities including software development, education technology (EdTech), financial technology (FinTech), and IT-enabled services. The Company continues to focus on delivering integrated, technology-driven solutions to educational institutions, businesses, and end consumers across both domestic and international markets.

During the financial year, the Company significantly acquisitions. It acquired Vidyahub Private Limited, Techquench Private Limited, and Earth Leasing and Finance Private Limited, all of which were made wholly owned subsidiaries. These acquisitions have strengthened the Company's core capabilities in EdTech and digital financial services, aligning with its long-term vision of building scalable and inclusive digital platforms.

The Company also acquired Pinnacle Exim IT Solutions LLC, a Dubai-based IT services and support firm, expanding Quicktouch's global footprint and enabling access to new regional markets across the Middle East, Africa, and beyond. Post the balance sheet date, Quicktouch continued its inorganic growth journey with the acquisition of:

• Picnara Techlabs Private Limited a digital marketplace connecting photographers and clients, aimed at tapping into the creator economy,

• Zethics Tech Solutions Private Limited a cybersecurity firm,supporting the Company's diversification into digital infrastructure protection,

• Vein India Scholars Private Limited an AI-based job portal that leverages machine learning to connect job seekers with employers more efficiently, supporting the Company's goal of entering the AI and HR-tech space.

enhanced Quicktouch continues to benefit from its operational base through a its existing wholly owned subsidiaries, which play a vital role in the execution of series of strategic its core and emerging business strategies:

Qtouch Business Solutions Private Limited (QBSPL)

QBSPL is a core software development arm of the Company and houses the flagship educational product "TET (Talent Enhancement Test)". TET is designed to assess and enhance student competencies and has become a key component of Quicktouch's EdTech offering. QBSPL also delivers customized application development and digital transformation services for a range of clients.

Tronix IT Solutions Private Limited (TISPL)

TISPL operates in the domains of IT services, technical support, co-working space solutions, and printing services. Its diverse business portfolio supports the Group's presence in physical infrastructure and IT-enabled service delivery. TISPL enhances Quicktouch's ability to deliver integrated offerings to SME clients and startups, particularly through managed office and technologyservices.

To support its business growth and expansion, the Company raised capital during the year through the conversion of warrants into equity shares and preferential allotment of equity shares, thereby strengthening its balance sheet and improving its financial flexibility.

the A significant receipt of in-principle authorization from the Reserve Bank of India (RBI) to operate as a Payment Aggregator, subject to meeting certain regulatory conditions within a prescribed timeline. This development marks Quicktouch's formal entry into the digital payments and FinTech space, positioning it to deliver secure, scalable, and innovative payment solutions to merchants and customers.

Quicktouch Technologies Limited has made substantial progress during the year in enhancing its business ecosystem, both organically and inorganically. With a growing network of strategic subsidiaries, a stronger financial base, and regulatory advancements, the Company remains focused on sustainable innovation, operational excellence, and stakeholder value creation. It is well-poised to emerge as a prominent player in the rapidly evolving technology and financial services landscape.

During the financial year under review, there was no change in the authorised share capital of the Company, which remains adequate to support future fund-raising requirements and business expansion initiatives.

However, the paid-up share capital of the Company witnessed a significant 5,78,00,000 comprising 57,80,000 equity shares of 10/- each to 11,81,59,960 comprising 1,18,15,996 equity shares of 10/- each. This growth was primarily on account of conversion of warrants on various dates and preferential allotment of equity shares, in accordance with applicable legal provisions and shareholder approvals.

Post the balance sheet date, an additional 10,00,000 equity shares were allotted upon conversion of warrants by a promoter group allottee, leading to a further increase in paid-up share capital to 12,81,59,960, comprising 12815,996 equity shares of 10/- each.

To support its strategic and long-term growth plans, the Company had, during the previous financial year, issued and allotted 1,10,00,000 convertible warrants on a preferential basis to promoters and certain identified non-promoter investors, at a price of 196.17 per warrant. Each warrant was convertible into one equity share of 10/- each. The issuance was approved by the Board on November 11, 2023, and by the shareholders at the Extra-Ordinary General Meeting held on December 15, 2023, following due compliance with the provisions of the Companies Act, 2013, SEBI (ICDR) Regulations, and other applicable laws.

As per the terms of issue, 25% of the total issue price was received upfront as subscription money, with the balance 75% payable within 18 months from the date of allotment. During FY 2024 25, 28,63,796 warrants were converted into equity shares upon receipt of the balance amount. These conversions included contributions from both promoter and non-promoter groups. Subsequently, 10,00,000 additional warrants were converted post balance sheet date, aggregating to 38,63,796 warrants converted as on the date of this report. The balance 71,36,204 warrants remain pending for conversion.

In addition to the above, the Company completed a preferential allotment of 31,72,200 equity shares to members of the promoter group and certain identified non-promoters at an issue price of 144 per share, including a premium of 134 per share. This issue was approved by the shareholders at the 11th Annual General Meeting held on September 04, 2024, and the allotment was made on September 24, 2024, subsequent to receiving in-principle approval from the stock exchange.

The funds raised through warrant conversions and preferential allotments were strategically deployed towards the purposes stated in the offer documents. These included, inter alia, business expansion into new domains, strengthening of technological infrastructure, product innovation and development, working capital augmentation, and other general corporate requirements.

This infusion of equity capital has enhanced the financial strength of the Company, reduced its dependence on external borrowings, and empowered it to pursue aggressive growth strategies with greater agility. It is also a strong reflection of the continued confidence reposed by the promoters and investors in the long-term vision of the Company. The additional capital is expected to contribute significantly to the Company's ability to scale operations, enhance shareholder value, and solidify its leadership across both existing and emerging market segments.

In view of the Company's strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capitalforthefinancial year 2024 25

While the Company does not fall under the ambit of the top 1000 listed companies by market capitalization as on March 31, 2025, it has voluntarily adopted a Dividend Distribution Policy to maintain transparency and consistency in shareholder communication. The said policy outlines the guiding principles for dividend declaration and is available on the Company's website at the following link:

https://www.quicktouch.co.in/policies/dividend-policy. pdf

During the year under review, the Company was not required to transfer any funds to the Investor education and protection Fund.

During the year under review, the Company has not transferred any amount to the general reserves during the year under review.

During the financial year under review, there was no change in the nature of the core business of the Company.

However, pursuant to the in-principle authorisation received from the Reserve Bank of India (RBI) to operate as an Online Payment Aggregator under the Payment and Settlement Systems Act, 2007, the Company is required to segregate its software and ERP services business from the proposed Payment Aggregator operations.

In compliance with the RBI's directive, the Board of Directors has, subject to the approval of the shareholders at the ensuing Annual General Meeting, decided to transfer the software and ERP services division (operating under the brand ‘QuickCampus') to the Company's wholly owned subsidiary, Qtouch Business Solutions Private Limited.

Upon completion of this restructuring, Quicktouch Technologies Limited will focus exclusively on building its capabilities as a full-fledged Fintech Company, subject to receipt of the final authorisation from the RBI for Payment Aggregator operations. This strategic move aligns with the Company's long-term vision to create distinct, focused business entities and to ensure full regulatory compliance.

During the year under review, your Company has neither invited nor accepted or renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Goyal Nagpal & Co., Chartered Accountants (Firm Registration No. 018289C) were appointed as the Statutory Auditors of the Company for a period of four years, from the conclusion of the 9th Annual General Meeting held on September 30, 2022, till the conclusion of the 12th Annual General Meeting.

As per the provisions of Section 141 of the Act and the relevant rules prescribed thereunder, the Company had received necessary certificates from the said auditors, including a peer review certificate, confirming their eligibility and that they were not disqualified from

However, on August 14, 2024, M/s. Goyal Nagpal & Co. tendered their resignation citing that the statutory audit fee was not commensurate with the increased compliance requirements, particularly due to the opening of the Company's foreign branch and the consolidation of two subsidiaries, which created additional statutory obligations. This resulted in a casual vacancy in the office of Statutory Auditor as envisaged under Section 139(8) of the Companies Act, 2013.

Subsequently, the members of the Company, at the 11th Annual General Meeting held on September 4, 2024, approved the appointment of M/s. Asim Atrey & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office until the conclusion of the 16th Annual General Meeting.

On December 4, 2024, M/s. Asim Atrey & Associates submitted their resignation from the position of Statutory Auditors, leading to another casual vacancy under Section 139(8) of the Act.

In response, the Audit Committee, at its meeting held on January 1, 2025, evaluated and recommended the appointment of M/s. K A R M A & Co. LLP, Chartered Accountants (Firm Registration No. 127544N) to fill the said casual vacancy. The Board of Directors, at its meeting held on January 1, 2025, approved their appointment as Statutory Auditors of the Company to hold office until the conclusion of the ensuing Annual General Meeting.

Pursuant to Section 139 of the Act, it is now proposed to appoint M/s. K A R M A & Co. LLP, Chartered Accountants (Firm Registration No. 127544N), as the Statutory Auditors of the Company for a term of five years, commencing from the conclusion of the ensuing Annual General Meeting until the conclusion of the 17th Annual General Meeting to be held in the year 2030.

The Company has received consent from M/s. K A R M A & Co. LLP to act as Statutory Auditors if appointed, along with a confirmation that their appointment, if made, will be in accordance with the conditions prescribed under the Companies Act, 2013, including the eligibility criteria laid down under Section 141 of the Act.

The Statutory Auditors' Report for the financial year ended March 31, 2025, issued by M/s. K A R M A & Co.

LLP, does not contain any qualifications, reservations, adverse remarks, or instances of fraud reported under Section 143 of the Companies Act, 2013.

The notes to the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments from the Board. The Statutory Auditors' Report forms part of the Annual Report, along with the audited financial statements of the Company.

Pursuant to Section 204 of the Companies Act, 2013, Quicktouch Technologies Limited appointed M/s. Virender Kumar & Associates, Practicing Company Secretaries, as the Secretarial Auditors to conduct the audit for the financial year 2024-25. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board.

M/s. Virender Kumar & Associates have conducted the Secretarial Audit for the financial year 2024-25 and their report is attached as Annexure F to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines. The report does not contain any qualification, reservation, or adverse remark.

Further, as per the provisions of Section 204 of the Companies Act, 2013, and the relevant rules under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit is mandated for material unlisted subsidiaries.

However, for the financial year 2024-25, the subsidiary companies of Quicktouch Technologies Limited do not qualify as material subsidiaries as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company's policy on determining material subsidiaries. Consequently, there is no requirement for conducting a secretarial audit for these subsidiary companies.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year. During the year under review, M/s BAS & Co. LLP Chartered Accountants., Delhi was appointed as Internal Auditors for conducting the Internal Audit for the financial year 2024 - 2025 of key functions and assessment of Internal Financial Controls etc.

The Company has in place adequate internal financial controls. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Management has reviewed the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present year.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company. Further, the testing of the adequacy of internal financial controls over financial reporting has also been carried out independently by the Statutory Auditors as mandated under the provisions of the Act.

The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously of assess the adequacy, effectiveness financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Company's assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports.

They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices. During the year under review, there were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors.

The Board convenes at regular intervals to deliberate on company policies, business strategies, and other essential matters. Meetings are scheduled in accordance with the provisions of the Companies Act, 2013. The agenda for each Board or Committee meeting, including comprehensive notes on discussion items, is circulated to members at least one week prior to the meeting date.

The Board Meetings are scheduled in compliance with the provisions of the Companies Act, 2013

During the financial year 2024-25, the Board held 18 meetings on the following dates: April 14, 2024; May 15 & 29, 2024; June 13, 18, 20 & 25, 2024; July 2, 2024; August 6 and 23, 2024; September 2, 12 & 24, 2024; December 03, 2024; January 1, 2025; February 12, 2025 and March 10 & 25, 2025.

The maximum interval between any two Board meetings during the year did not exceed 120 days.

The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the committees constituted by the Board: i. Audit Committee; ii. Nomination and Remuneration Committee; iii. Stakeholder Relationship Committee

i. Audit Committee

During the financial year under review, all recommendations made by the Audit Committee were duly accepted by the Board of Directors of Quicktouch Technologies Limited. There were no instances where any recommendation of the Audit Committee was not accepted by the Board. This reflects the Company's strong commitment to maintaining the highest standards of corporate governance, transparency, and accountability.

As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (‘SS-1') issued by the Institute of Company Secretaries of India (‘ICSI'), the attendance of Directors at Board and Committee meetings held during the financial year 2024-25 are as under:

A separate meeting of Independent Directors was held on February 28, 2025 without presence of Non-Independent Directors Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein. The meeting was conducted to evaluate the: a. Performance of non-independent Directors and the Board as a whole; b. Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively . andreasonably performtheir duties

However, the Company Secretary and Compliance Officer of the Company, being a member of the management, attended the meeting only to facilitate convening and holding of the meeting. The meeting was attended by all the Independent Directors of the Company.

The Company has received necessary declarations from each of the Independent Director of the Company that they meet the criteria of independence as provided under section 149(6) of the Act and complied with the Code of Conduct as prescribed in the Schedule IV of the Act, as amended from time to time and Regulation 16 of Listing Regulations in respect of their position as an "Independent Director" of Quicktouch Technologies Limited. The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian InstituteofCorporateAffairs(IICA)database.

During the year under review the non-executive independent directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company. The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, and expertise and they hold highest standards of integrity and are independent of the management.

Qtouch Business Solutions Private Limited is a wholly owned subsidiary of Quicktouch Technologies Limited, primarily engaged in the business of conducting Olympiads and school-level student assessment examinations. These assessments are designed to evaluate and enhance students' understanding and knowledge across a wide range of academic subjects.

The examinations conducted by Qtouch provide data-driven insights into students' academic strengths and areas that require improvement. This enables educators to adopt more targeted and effective teaching strategies, thereby improving overall learning outcomes. The company aims to support the education ecosystem by promoting academic excellence and critical thinking skills among school students through structured and competitive assessment programs.

Tronix IT Solutions Private Limited is a wholly owned subsidiary of Quicktouch Technologies Limited, primarily engaged in providing innovative co-working space solutions tailored to meet the evolving needs of today's professionals and businesses. The company offers flexible and modern workspaces equipped with essential amenities and advanced technology infrastructure, designed to foster collaboration, creativity, and productivity.

Tronix IT Solutions caters to a diverse clientele including freelancers, startups, small and medium enterprises (SMEs), and established organizations, providing scalable workspace options that align with their operational and growth requirements. The subsidiary is positioned to support the dynamic shift toward shared work environments and continues to expand its footprint in the flexible workspace ecosystem.

Vidyahub Private Limited is a wholly owned subsidiary of Quicktouch Technologies Limited, actively engaged in the education and test preparation sector. The company operates a network of three coaching centres, with two centres located in Delhi and one in Rajasthan. Vidyahub offers structured classroom programs for IIT-JEE and NEET entrance examinations, along with foundation courses for students from Classes 8 to 10. The Rajasthan centre operates under the brand name "Gudaprince Vidyapeeth", maintaining the same academic standards, faculty expertise, and curriculum design as its Delhi centres.

Through a blend of academic rigour and innovative teaching methodologies, Vidyahub aims to nurture future skills,experience (includingproficiency) engineers and medical professionals. The subsidiary plays a key role in supporting Quicktouch Technologies Limited's vision of enhancing quality education and expanding its presence in the learning and skilling ecosystem across India.

Earth Leasing and Finance Private Limited is a Non-Banking Financial Company (NBFC) and a wholly owned subsidiary of Quicktouch Technologies Limited. The company is engaged in providing structured financial solutions, with a focus on education-based lending and digital finance services. It offers tailored financial products aimed at empowering students, educational institutions, and underserved segments with accessible and responsible credit options.

Through Earth Leasing and Finance, Quicktouch is able to extend its impact in the education and finance ecosystem, combining technology with finance to address real-world needs in a compliant, scalable, and sustainable manner.

Pinancle Exim IT Solution LLC is a Dubai-based entity that was classified as an associate company of Quicktouch Technologies Limited as on March 31, 2025. The company is engaged in the business of providing comprehensive IT services and solutions, including software development, IT consulting, and support services, catering to clients across the Middle East and other international markets.

Post the balance sheet date, Quicktouch Technologies Limited increased its equity stake in Pinnacle Exim IT Solutions LLC to 57%, thereby acquiring majority control and making it a subsidiary company. This strategic move is aligned with Quicktouch's vision to strengthen its global footprint, especially in the growing IT services and digital transformation space. The acquisition is expected to unlock synergies in terms of technological capabilities, cross-border delivery, and market access, further enhancing the consolidated operational scale of Quicktouch Technologies Limited.

Techquench Private Limited is a wholly owned subsidiary of Quicktouch Technologies Limited, established with the objective of advancing experiential and technology-based education in schools. The company is primarily engaged in setting up Robotics Labs and STEM Labs in various schools across Delhi, aimed at fostering innovation, problem-solving, and critical thinking among students. In addition to providing advanced lab infrastructure and a structured, curriculum-aligned learning program, Techquench also deploys trained teachers to conduct hands-on training sessions for students. These educators are specially trained in STEM and robotics to ensure high-quality instruction and engagement at the classroom level.

Through its offerings, Techquench supports the Group's commitment to transforming traditional education by embedding future-ready technologies and learning methodologies into early education, thereby contributing meaningfully to the skill development ecosystem.

During the year Vidyahub Private Limited, Techquench private Limited and Earth Leasing and Finance Private Limited become the Wholly Owned subsidiary of Quicktouch Technologies Limited. Pinnacle Exim IT Solution LLC become associate Company of the Quicktouch. As on March 31, 2025

A report on the performance and financial position of the Company's subsidiaries and the contribution made by these entities, as included in the consolidated financial statements, is presented in Form AOC 1, which is attached to this Report as Annexure B. Additionally, a detailed update on the business operations of the Company's key operating subsidiaries and associate company is provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and other related documents of the subsidiary companies are not annexed with the standalone financial statements of the Company. However, the complete set of financial statements, including those of subsidiary and associate companies, is available on the Company's website at www.quicktouch.co.in for inspection by shareholders and stakeholders.

The equity shares of the Company are listed on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE) with effect from May 05, 2023. The Company has paid the annual listing fees to the NSE and is in compliance with all applicable listing regulations.

During the year under review, the Company allotted equity shares pursuant to a preferential issue and upon conversion of warrants into equity shares. These shares were subsequently listed on the exchange, and the Company also received the trading approval from the NSE for the same.

EMPLOYEE STOCK OPTION PLAN

Your Company has an employee stock option plan viz. ‘QT - Employee Stock Option Plan 2023' ("Plan" or "ESOP 2023") which was approved by shareholders of the Company on September 29, 2023.

The ESOP Plan provides for the grant of stock options aggregating not more than 8,67,000 (Eight Lakhs Sixty-Seven Thousand) employee stock options to or for the benefit of such person(s) who are the employees of the Company. The ESOP Plan is administered by the Nomination and Remuneration Committee constituted by the Board of Directors of the Company.

There is no change in the ESOP plan during the financial year under review. The ESOP plan is in compliance with the SEBI Regulations. During the year under review, Company has not granted any stock options to employees of the Company and its subsidiaries.

A certificate from the Secretarial Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed by the Shareholders of the Company, will be available for inspection during the AGM to any person having right to attend the meeting.

The details of loans, Guarantee given and investments made by the company pursuant to the provisions of Section186 of the Act, are mentioned in the notes of the Balance Sheet.

The Auditors during the performance of their duties have not identified any offence of fraud committed by the company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143(12) of the Companies Act, 2013.

UTILIZATION OF PROCEEDS

During the financial year, the Company raised funds through the conversion of warrants and preferential issue of equity shares. The proceeds from these issuances have been utilized in accordance with the objects stated in the offer documents filedwith the regulatory authorities.

The funds have been deployed towards purposes such as business expansion, strengthening of the technology infrastructure, strategic acquisitions, working capital requirements, and other general corporate purposes, in line with the disclosures made at the time of the capital raising.

The Board of Directors confirms that the utilization of proceeds is in compliance with the terms and conditions set out in the offer documents, and there deviation or variation in the intended use of funds.

Additionally, funds from the preferential issue of fully convertible warrants into equity shares supported acquisition of businesses, fulfilling working capital requirement and other corporate related expenses.

The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus. Report on the utilization of proceeds is attached in Annexure D and form part of this report.

1. Company has received in principle authorization from the Reserve Bank of India to start its operations as Payment Aggregator, pursuant to the RBI authorization Company has to segregate its software and ERP Buisness inrto separate legal entity and Quicktouch will operate as full-fledged payment aggregator. Existing Business of Quicktouch i.e related to software and ERP Business will be operated from its Whollyownedsubsidiary enabling better governance, company Qtouch Business Solutions Private Limited the said transition will be done post shareholder approval in the ensuring Annual General Meeting.

2. Company has made payment toward the acquisition of further share of the Pinnacle Exim IT Solutions LLC, consequence of which the Pinnacle become the subsidiary company of the quiktouch and going forward will be added into the consolidated financials of the Quicktouch.

3. Quicktouch has acquired three Companies:-

? Vein India Scholars Private Limited became a wholly owned subsidiary of Quicktouch Technologies Limited post the balance sheet date. The company was acquired from related parties of has beenno Quicktouch, and the transaction was executed at arm's length price, in compliance with applicable regulatory and governance standards.

? Picnara Techlabs Private Limited has become a wholly owned subsidiary of Quicktouch Technologies Limited post the balance sheet date. Picnara is engaged in providing a technology-driven online platform that connects photographers with potential clients. This strategic acquisition aligns with Quicktouch Technologies Limited's broader vision to diversify into niche, digital-first platforms and establish a strong presence in the creative gig economy.

? Zethics Tech Solutions Private Limited become subsidiary company of Quicktouch Technologies Limited post the balance sheet date, it is a technology-focused company engaged in the development of advanced cybersecurity solutions designed to protect digital infrastructure against a wide range of cyber threats. As part of the Quicktouch Group, Zethics contributes strategically to the Company's goal of strengthening its technological portfolio by integrating cyber resilience into its range of digital services.

4. Quicktouch Technologies Limited has successfully converted its Dubai branch office into a Wholly Owned Subsidiary (WOS) in accordance with applicable regulatory guidelines and international business structuring norms.

This strategic move is aimed at enhancing operational efficiency, and providing a more structured platform for expanding the Company's international operations in the Middle East and other global markets. The subsidiary will continue to focus on delivering IT services and support while also exploring new growth opportunities in the region.

5. The conversion of the branch into a WOS is expected to offer greater financial and managerial autonomy, ensure compliance with local regulations, and facilitate smoother execution of contracts and customer engagements in the region.Increase in Stake in Pinnacle Exim IT Solutions LLC

Subsequent to the balance sheet date, Quicktouch Technologies Limited has increased its equity stake in Pinnacle Exim IT Solutions LLC. Pursuant to this investment, Pinnacle has become a subsidiary of Quicktouch Technologies Limited.

• Preferential Issue

During the year, the Company completed a preferential issue of equity shares & Conversion of warrants into equity shares. For detailed information regarding this issuance, please refer to the "Share Capital" section of this report.

• Change in Management

During the year, the Company has appointed Directors (Independent and Non Independent) in the Board of the Company. For detailed information, please refer to the "Directors and Key Managerial Personnel" section of this report.

• Acquisitions of Business

During the year, the Company acquired three companies wholly and 47% stake in another company. For detailed information regarding these acquisitions, please refer to the "Subsidiary Companies" section of this report.

• Payment Aggregator Application Update

During the year under review, the Company submitted an application to the Reserve Bank of India (RBI) for authorization to operate as a Payment Aggregator, as part of our strategic initiative to expand our presence in the fintech domain. The application was prepared in accordance with the regulatory framework laid down by the RBI, ensuring full compliance with all applicable guidelines.

Throughout the year, the Company also invested significantly in strengthening its technological infrastructure to support future payment aggregation operations, aligning with our vision to provide secure and seamless digital transaction solutions.

Subsequent to the balance sheet date, we are pleased to report that the Company has received the Payment Aggregator in Principle authorization from the Reserve Bank of India. This development marks a major milestone in our fintech journey and will enable us to scale our operations through our in-house payment platform, "QuickPay."

The information on the conservation of energy, technology absorption and foreign exchange earnings& outgo as stipulated under Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 is as follows:

i. the steps are taken or impact on the conservation of energy: Regular efforts are made to conserve energy through various means such as the use of low energy consuming lighting, etc. ii. the steps taken by the Company for using alternate sources of energy: Since your Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible. iii. Capital investment on energy conservation equipment: Nil

Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard. There was no expenditure incurred on Research and Development during the period under review.

The foreign exchange earnings and outgo are given below:

Total Foreign Exchange earned : 612.52 Total Foreign Exchange used : 0

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and company's operations in the future.

However, the Company has received demand notice. For detailed information on these matters, please refer to the "Contingent Liabilities" sections of Notes to Accounts.

The Annual Return in Form MGT-7 as required to be prepared in terms of Section 92 of the Act is being uploaded on the website of the Company and can be accessed through the link https://www.quicktouch.co.in/investor-relations/ annual-return.php

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management. Further, a core team comprising of senior management identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.

The Company has adopted a Risk Management policy, whereby, risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business performance.

There are no risks which, in the opinion of the Board, threaten the very existence of your Company. However, some of the challenges/risks faced by key operating Subsidiary Companies have been dealt with in detail in the Management Discussion and Analysis section forming part of this Annual Report.

At Quicktouch Technologies Limited, Corporate Social Responsibility (CSR) is a core aspect of our values and reflects our commitment to contributing meaningfully to the community. Our CSR initiatives are aligned with our broader vision of driving sustainable and inclusive growth across all regions where Quicktouch has a presence.

We focus our efforts on education, environment, and employee engagement, aiming to create a long-lasting, positive impact. We believe that technology and innovation can be powerful tools for social good, and we strive to leverage our capabilities to make a difference in the lives of people and communities worldwide.

During the year, Quicktouch has been actively involved in completing its CSR initiative in collaboration with the Srikaya Foundation. This partnership primarily focuses on two significant areas:

Through this collaboration, Quicktouch aims to uplift the underserved sections of society and promote compassion and care for animals, thereby contributing to a more equitable and humane world.

We remain committed to expanding the scope and impact of our CSR initiatives in the years to come, and we thank all stakeholders who continue to support and believe in our vision for a better tomorrow. The Board of Directors is responsible for overseeing the Company's Corporate Social Responsibility (CSR) activities., and the Company has framed the Policy on Corporate Social Responsibility as per the provisions of section 135 of the Companies Act, 2013and Companies (Corporate Social Responsibility Policy) Rules, 2014.• The CSR Policy including annual action plan is available on Company's website at the link: https:// https://www. quicktouch.co.in/csr.php

The initiatives taken by the Company on CSR during the year as per the said rules has been annexed to this Report as "Annexure E"

A detailed Management Discussion and Analysis Report is provided in a separate section of the Annual Report, offering insights into the Company's operations, performance, and future outlook. This report is in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It covers various aspects of the business under review, offering understanding of the Company's strategic direction, market conditions, and financial health. This section forms an integral part of the Annual Report, ensuring transparency and informed decision-making for investors and other stakeholders.

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting.

The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires.

In a separate meeting of Independent Directors held on February 28, 2025, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of stakeholders a comprehensive the committee from the Board and contribution to decisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc. The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made.

The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This on which all directors in their individual capacity will be questionnairealsocoversspecific evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

Mr. Arvind Sharma was appointed as a Non-Executive Director on August 23, 2024, with his appointment approved by shareholders on September 04, 2024. Mr. Krishnan was appointed as a Non-Executive Director on August 23, 2024, with his appointment approved by shareholders on September 04, 2024.

Mr. Vinod Aggarwal was appointed as a Non-Executive Independent Director on September 02, 2024, in the ensuring Annual General Meeting shareholder approve his appointment.

The additions to the Board of Directors are strategic in nature, aimed at strengthening the Company's leadership and driving future business growth. These appointments bring in professionals with extensive knowledge and experience across relevant industries, aligning with the Company's long-term vision. No resignations have taken place, and the expansion of the board reflects the Company's proactive approach to enhancing governance, fostering innovation, and ensuring sustained value creation for all stakeholders.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

Mr. Arjun Sharma were appointed as Key Managerial Personnel of the Company effective July 18, 2023. Mr. Sharma resigned from his position on May 3, 2024.

Pursuant to the provisions of Section 152 the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gaurav Jindal (DIN: 06583133), Director of the Company retires by rotation and being eligible offer himself for reappointment in the 12th Annual General Meeting of the Company. The details of Directors being recommended for re-appointment as required is contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015 the Company has adopted a Vigil Mechanism/ Whistle Blower Policy for Directors and employee to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. This policy is made available on the Company's website www.quicktouch. co.in. During the year, no complaint pertaining to the company was received under the Whistle Blower mechanism.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as Annexure - A to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at compliance@quicktouch.co.in.

The management of the Company greatly benefits from the guidance, support, and mature advice of the Board of Directors, who also serve on various committees. The Board comprises directors with diverse skills and rich experience, enhancing the quality of performance of its members.

For the selection of any Director, the Nomination and Remuneration Committee identifies individuals of integrity who possess the relevant expertise, experience, and leadership qualities required for the position. The Committee ensures that candidates meet the necessary criteria regarding qualifications, attributes, independence, age, and other requirements as specified by the Act, Listing Regulations, or other applicable laws.

The objective of this policy is to serve as a guiding framework for appointing qualified individuals as directors on the Company's Board of Directors ("Directors"), Key Managerial Personnel ("KMP"), recommending their remuneration, and evaluating their performance. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has developed a policy on the appointment and remuneration of Directors, Key Managerial Personnel, and Senior Managerial Personnel. This includes criteria for determining qualifications, positive attributes, independence of a Director, and other matters mandated under Section 178 (3) of the Act and the Listing Regulations.

The Board of Directors has established a policy that provides a framework for the remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. This policy also outlines the criteria for the selection and appointment of Board Members and emphasizes the importance of Board diversity. The Company acknowledges the benefits and importance of having a diverse Board of Directors in terms of skill sets and experience. The Company has an optimal mix of executive and non-executive, independent directors, and a woman director. The relevant policy(ies) have been uploaded on the Company's website and can be accessed through the link at https://www.quicktouch. co.in/investor.php

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics ("the code"). The code is applicable to the members of the Board, the executive officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on March 31, 2025.and a declaration to this effect signed by the Managing Director forms part of the Corporate Governance Report as Annexure I.positive

The Financial Statement of the Company for the fiscal year 2024-25 has been prepared in accordance with the applicable accounting principles in India, as prescribed under Section 133 of the Companies Act, read in conjunction with the rules made thereunder.

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

DISCLOSURE ON RELATED PARTY'S TRANSACTIONS care

All related party transactions entered into during the financial year 2024-2025 were conducted on an arm's length basis and in the ordinary course of business. There are no materially significant transactions with related parties that could potentially conflict with the interests of the Company.

These transactions comply with the Accounting Standards issued by the ICAI, and further details are provided in the notes to the Financial Statements. All related party transactions are submitted to the Audit Committee for approval in accordance with the Company's Related Party Transactions Policy, as approved by the Board. The policy is available on the Company's website and can be accessed through the link athttps://www.quicktouch.co.in/investor-relations/ policy.php

Since all related party transactions for the financial year were conducted on an arm's length basis and in the ordinary course of business, and there was no material related party transactions as per the Related Party Transactions Policy.

AOC-2 is attached at Annexure C.

The details of the transactions with related parties are included in the notes to the accompanying financial statements.

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company confirm that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanations for any material departures.

b. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025, and the profit of the Company for the year ended March 31, 2025.

sufficient has been taken for the . Properand maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

e. Proper internal financial controls have been followed by the Company, and such internal financial controls are adequate and were operating effectively

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, Quicktouch Technologies Limited has in place a duly constituted Internal Complaints Committee (ICC) to redress complaints of sexual harassment at the workplace. The Company has a strict policy on the prevention and redressal of sexual harassment, which is reviewed and communicated periodically to ensure a safe and inclusive work environment for all employees, particularly women.

The summary of sexual harassment complaints during the financial year is as follows:

The details of the complaints received during the year under review were as follows:

The Company continues to foster a work culture free from harassment, discrimination, and bias, and promotes gender sensitivity through training and awareness programs.

Your Company remains committed to promoting the health, well-being, and rights of its women employees. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, Quicktouch Technologies Limited has implemented all necessary measures to support women employees during and after pregnancy.

The Company provides maternity benefits which are in strict accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and have been duly adopted and incorporated into the Company's employment policy. These entitlements are extended to all eligible women employees in line with statutory compliance.

During the financial year under review, the Company has not received any grievances or complaints related to maternity benefits, and remains fully compliant with the applicable legal and regulatory requirements.

Quicktouch Technologies Limited remains committed to fostering a progressive, inclusive, and supportive workplace for all its employees, especially working mothers, and continuously works towards enhancing employee-friendly policies and practices.

Company is fully committed to upholding the highest standards of transparency and fairness in its dealings, particularly with respect to the handling of sensitive information. In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("PIT Regulations"), the Board has adopted a comprehensive Code of Conduct to regulate, monitor, and report trading by designated persons and other connected individuals.

To ensure the ethical handling of Unpublished Price Sensitive Information (UPSI), the Company has also put in place a Code of Practices and Procedures for Fair Disclosure of UPSI, which outlines internal procedures for the timely and equitable disclosure of sensitive information. The trading window is routinely closed during the declaration of financial results and in the event of other material developments, as per the Code. These policies are accessible on the Company's website at:https://www.quicktouch.co.in/investor-relations/ policy.php.

Further, in accordance with Regulation 3 of the PIT Regulations, the Company has implemented a Structured Digital Database (SDD) using The PIT Archive Compliance Software. This system ensures meticulous compliance by securely recording the sharing of UPSI with various stakeholders strictly on a need-to-know basis and for legitimate purposes only. The database maintains detailed logs with date and time stamps, providing an auditable trail of all such disclosures. Through these measures, the Company reaffirms its commitment to responsible governance, information security, and regulatory compliance.

Your Company is not required to maintain cost records as specified by the Central Government under Section148(1) of the Act.

As a responsible and forward-looking corporate entity, your Company upholds the highest standards of corporate governance, which serve as the foundation of its long-term success and stakeholder trust. The Company remains committed to conducting its business with integrity, transparency, and accountability, ensuring that its decisions and actions align with the interests of shareholders, employees, customers, and the broader community.

In compliance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a robust governance framework, tailored to meet its operational scale and regulatory status. While the Company is currently exempt from certain prescribed governance requirements. These include regular board meetings, a focus on ethical conduct, internal controls, and timely and transparent financial reporting. The Company remains dedicated to strengthening its governance standards in line with business growth and evolving regulatory expectations, reaffirming its commitment to building long-term value for all stakeholders.

DISCLOSURE ON SECRETARIAL STANDARDS

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

The Chairman and Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is placed before the board.

During the financial year under review, the National Stock Exchange of India Limited (NSE) imposed penalties on the Company on two occasions for procedural non-compliances:

1. Delay in Submission of Financial Results:

A penalty was levied for the delay in submission of the unaudited financial results for the half year ended September 30, 2024 beyond the prescribed timeline. The Company had submitted its explanation to NSE citing genuine reasons for the delay.

2. Delay in Submission of Trading Application:

A second penalty was imposed due to a delay in submission of the trading application for listing approval in respect of equity shares allotted upon conversion of warrants to one of the allottees.

In both instances, the Company has duly paid the penalties and rectified the non-compliances by submitting the required documents and completing the applicable filings. The Company remains committed to maintaining the highest standards of compliance and transparency with all regulatory requirements and has taken corrective measures to avoid recurrence of such instances.

During the year under review, there were no such significant courts, tribunals impacting the going concern status and Company's operations in future

Other disclosures with respect to Board's Report as required under the Act, Rules notified thereunder and Listing Regulations are either NIL or Not Applicable. No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year as at the end of the financial year.

No proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year as at the end of the financial year.

Further, we hereby confirm that no corporate action has been pending for implementation as at the end of the financial year.

The Board of Directors of Quicktouch Technologies Limited places on record its sincere appreciation for the continued trust, support, and confidence extended by all our stakeholders shareholders, customers, employees, partners, and vendors who have played an integral role in the Company's progress and achievements during the year.

We would like to express our heartfelt gratitude to our esteemed Board members for their strategic direction, foresight, and valuable counsel, which have helped the Company navigate both opportunities and challenges. Our sincere thanks also go to our employees across all levels whose dedication, resilience, and commitment remain the driving force behind our success and innovation.

We acknowledge and appreciate the continued cooperation and guidance received from regulatory authorities, the Reserve Bank of India, the Ministry of Corporate Affairs, NSE, bankers, financial institutions, and our professional advisors, whose support has been vital in advancing our strategic initiatives and ensuring compliance.

Looking ahead, we reaffirm our commitment to creating sustainable value, fostering innovation, and contributing positively to all stakeholders as we continue to pursue our long-term vision of excellence and responsible growth

On behalf of the Board of Directors of Quicktouch Technologies Limited