Quint Digital Media Limited: (Formerly Known As Gaurav Mercantiles Limited)

Letter of Offer
Dated: December 07, 2022

For Eligible Shareholders Only
QUINT DIGITAL MEDIA LIMITED

(Formerly known as Gaurav Mercantiles Limited)
Quint Digital Media Limited (“Company” or “Issuer”) was originally incorporated as “Gaurav Mercantiles Limited” at New Delhi on May 31, 1985 as a public limited company, under the
Companies Act, 1956 and a Certificate of Incorporation was issued by the Registrar of Companies, Delhi and Haryana at New Delhi. Thereafter our Company obtained a Certificate of
Commencement of Business on June 06, 1985. The name of our Company has been changed to its current name vide fresh Certificate of Incorporation dated September 21, 2020. The
Registered Office of our Company was shifted from the State of Delhi to the State of Maharashtra pursuant to the provisions of the Companies Act, 1956 and a fresh certificate of registration
was issued by the Registrar of Companies Maharashtra on December 10, 2007. Our Company once again shifted its Registered Office from the State of Maharashtra to the National Capital
Territory of Delhi pursuant to the provisions of the Companies Act, 2013 and a fresh certificate of registration has been issued by the Registrar of Companies Delhi on November 18, 2020.
Registered Office: 403, Prabhat Kiran, 17, Rajendra Place, Delhi – 110 008 Tel: +91 011 4514 2374 Fax: N.A.
Corporate Office Address: Carnousties’s Building, Plot No: 1, 9th Floor, Sector 16A, Film City, Noida – 201 301, Uttar Pradesh; Tel: +91 0120 475 1818
Contact Person: Mr. Tarun Belwal, Company Secretary and Compliance Officer
E-mail: cs@thequint.com; Website: www.quintdigitalmedia.com
Corporate Identification Number: L74110DL1985PLC373314
OUR PROMOTERS MR. RAGHAV BAHL AND MS. RITU KAPUR
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF QUINT DIGITAL MEDIA LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY
ISSUE OF UP TO 2,50,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“RIGHTS EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 50 EACH INCLUDING A SHARE PREMIUM
OF ₹ 40 PER RIGHTS EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING UP TO ₹ 12,500 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO
OF 42 ( FORTY-TWO) RIGHTS EQUITY SHARES FOR EVERY 37 (THIRTY-SEVEN) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS
THURSDAY, DECEMBER 22, 2022 (THE “ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS ₹ 50 WHICH IS 5 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS,
PLEASE REFER TO THE CHAPTER TITLED “TERMS OF THE ISSUE” ON PAGE 264 OF THIS LETTER OF OFFER.
WILFUL DEFAULTERS OR FRAUDULENT BORROWER
Neither our Company, nor any of our Promoters or Directors are categorised as wilful defaulters or fraudulent borrowers by an y bank or financial institution (as defined under the Companies
Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by the Reserve Bank of India.
AMOUNT PAYABLE PER RIGHTS EQUITY SHARE FACE VALUE (₹) PREMIUM (₹) TOTAL (₹)
On Application 10.00 40.00 50.00
Total 10.00 40.00 50.00
* For further details on Payment Schedule, see “Terms of the Issue” on page 264 of this Letter of Offer.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire
investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own
examination of our Company and the Issue, including the risks involved. The Rights Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Specific attention of the investors is invited to the section titled “Risk Factors” on page 27
of this Letter of Offer.
OUR COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and this Issue, which is
material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions
and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of
any such opinions or intentions, misleading in any material respect.
LISTING
The existing Equity Shares are listed on BSE Limited (“BSE/ “Stock Exchange”). Our Company has received ‘in-principle’ approvals from the BSE for listing the Rights Equity Shares to be allotted
pursuant to this Issue vide their letter dated DCS/RIGHT/MJ/FIP/2479/2022-23 dated August 11, 2022. Our Company will also make applications to the BSE to obtain trading approvals for the
Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purpose of this Issue, the Designated Stock
Exchange is BSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
Choice Capital Advisors Private Limited Skyline Financial Services Private Limited
Sunil Patodia Tower, J.B. Nagar, Andheri (East), 505, A Wing, Dattani Plaza, Andheri Kurla Road, Safed Pool,
Mumbai, 400 099 India Andheri (East), Mumbai: 400 072 India
Contact Details: +91 22 6707 9999 (Extension 451) Contact Details: +91 22 4972 1245/ 2851 1022
Email Address: vivek.singhi@choiceindia.com Email Address: subhashdhingreja@skylinerta.com
Website: www.choiceindia.com Website: www.skylinerta.com
Contact Person: Vivek Singhi Contact Person: Subhash Dhingreja
SEBI Registration Number: INM000011872 SEBI Registration Number: INR 000003241
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR ON MARKET RENUNCIATION* ISSUE CLOSES ON**
Monday, January 09, 2023 Friday, January 13, 2023 Tuesday, January 24, 2023
* Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account
of the Renouncees on or prior to the Issue Closing Date
** Our Board or the Rights Issue Committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of
30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date
THIS PAGE IS INTENTIONALLY LEFT BLANK
Contents
SECTION 1 – GENERAL………………………………………………………………………………………………………………………1
DEFINITIONS AND ABBREVIATIONS .................................................................................................... 1

NOTICE TO INVESTORS ..................................................................................................................... 12
FORWARD - LOOKING STATEMENTS ................................................................................................. 18
SUMMARY OF THIS LETTER OF OFFER .............................................................................. 20
SECTION II - RISK FACTORS............................................................................................... 27
SECTION III – INTRODUCTION .......................................................................................... 51
THE ISSUE ......................................................................................................................................... 51

CAPITAL STRUCTURE ........................................................................................................................ 59
OBJECTS OF THE ISSUE...................................................................................................................... 65
SECTION IV – ABOUT THE COMPANY................................................................................ 91
INDUSTRY OVERVIEW....................................................................................................................... 91
OUR BUSINESS.................................................................................................................................. 97
OUR MANAGEMENT ....................................................................................................................... 115
DIVIDEND POLICY ........................................................................................................................... 131
SECTION V ...................................................................................................................................... 132
RESTATED FINANCIAL INFORMATION ............................................................................................. 132
FINANCIAL INDEBTEDNESS ............................................................................................................. 238

MARKET PRICE INFORMATION ....................................................................................................... 240
SECTION VI – LEGAL AND OTHER INFORMATION ............................................................ 242
SECTION VII – ISSUE INFORMATION ............................................................................... 264
TERMS OF THE ISSUE ...................................................................................................................... 264

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................. 305
SECTION VIII – STATUTORY AND OTHER INFORMATION ................................................. 307
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................... 308

DECLARATION ................................................................................................................................ 310
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider
when reading the information contained herein. The following list of certain capitalized terms used in this
Letter of Offer is intended for the convenience of the reader/prospective investor only and is not
exhaustive.
Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as
defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars,
notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-
enactments and modifications thereto notified from time to time and any reference to a statutory
provision shall include any subordinate legislation made from time to time under such provision.
Provided that terms used in the sections/ chapters titled “Industry Overview”, “Summary of this Letter of
Offer”, “Restated Financial Information”, “Statement of Special Tax Benefits”, “Outstanding Litigation and
Material Developments” and “Issue Information” on pages 91, 20, 132, 74, 242 and 264 respectively, shall,
unless indicated otherwise, have the meanings ascribed to such terms in the respective sections / chapters.
General terms
Term Description
“Company”, “our Quint Digital Media Limited (formerly known as Gaurav Mercantiles
Company”, “the Limited) a public limited company incorporated under Companies Act
Company”, “the Issuer”, 1956 having its registered office at 403, Prabhat Kiran, 17, Rajendra Place,
“Quint” Delhi – 110 008, India
“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company
Company related terms

Term Description
“Articles” / “Articles of Articles / Articles of Association of our Company, as amended from time to
Association” / “AoA” time
“Associate” Entities which meet the definition of an associate as per Ind AS 28
Associate Company Spunklane Media and YKA Media
(ies)
“Audit Committee” The committee of the Board of Directors constituted as our Company’s Audit
Committee in accordance with Regulation 18 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended (“SEBI Listing Regulations”) and Section 177 of the
Companies Act, 2013. For details, see “Our Management – Audit Committee ”
on page 120 of this Letter of Offer
“AMG Media SPA” The Agreement between our Company, QML and AMG Media dated May 13,
2022 to acquire minority stake in QBML
“AMG Media” AMG Media Networks Limited
“Auditor” / “Statutory Statutory and peer reviewed auditors of our Company, namely, Walker
Auditor”/ “Peer Chandiok & Co, LLP, Chartered Accountants
Review Auditor”
“Board” / “Board of Board of Directors of our Company or a duly constituted committee thereof
Directors”
1
Term Description
“BTA / Business The Business Transfer Agreement dated May 06, 2020 entered between QML
Transfer Agreement” and our Company for the transfer of the digital content business to our
Company on a going concern basis
“Chief Financial Officer Mr Vivek Agarwal, the Chief Financial Officer of our Company
/ CFO”
“Company Secretary Mr Tarun Belwal, the Company Secretary and the Compliance Officer of our
and Compliance Company
Officer”
“Corporate Office of Carnousties’s Building, Plot No: 1, 9th Floor, Sector 16A, Film City, Noida – 201
our Company” 301, Uttar Pradesh
“Director(s)” The director(s) on the Board of our Company, unless otherwise specified
“Equity Shareholder” A holder of the Equity Share
“Equity Share(s)” Equity share(s) of our Company of face value of ₹ 10 each
“Executive Directors” Executive Directors of our Company, unless otherwise specified
“Franchise The Franchise Agreement dated May 13, 2022 between our Company and
Agreement” Global Digital Media Limited for the franchise of the Quint Overseas platform
“Independent The independent director(s) of our Company, in terms of Section 2(47) and
Director(s)” Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations
“IIFL Seed Ventures” IIFL Seed Ventures Fund – Series 2, a scheme of IIFL Private Equity Fund
registered with the Securities and Exchange Board of India as a Category II
Alternative Investment Fund and acting through its investment manager - IIFL
Asset Management Limited
“Key Managerial Key Managerial Personnel of our Company in terms of the Companies Act,
Personnel” / “KMP” 2013 and the SEBI ICDR Regulations as described in the subsection titled “Our
Management – Key Managerial Personnel” on page 127 of this Letter of Offer
“Master Franchise The agreement between Quintype India and BK Media Mauritius Private
Agreement” Limited for marketing in the Middle East Territories
“Materiality Policy” A policy adopted by our Company, in the Board Meeting held on February 07,
2022 for identification of material litigation(s) for the purpose of disclosure of
the same in this Letter of Offer
“Memorandum of Memorandum of Association of our Company, as amended from time to time
Association” / “MoA”
“Nomination and The committee of the Board of Directors reconstituted as our Company’s
Remuneration Nomination and Remuneration Committee in accordance with Regulation 19
Committee” of the SEBI Listing Regulations and Section 178 of the Companies Act, 2013.
For details, see “Our Management – Nomination and Remuneration
Committee” on page 123 of this Letter of Offer
“Non-Executive A Director, not being an Executive Director of our Company
Directors”
“Non-Executive and Non-executive and independent directors of our Company, unless otherwise
Independent Director” specified
“Promoters” Mr. Raghav Bahl and Ms. Ritu Kapur, the Promoters of our Company, are
individually referred to as “Promoter” and collectively referred to as the
“Promoters”. For further details, see “Our Promoters / Promoter Group” on
page 128 of this Letter of Offer
“Promoter Group” Mr Mohan Lal Jain and RB Diversified forming part of the “Promoter Group”
in accordance with SEBI ICDR Regulations
2
Term Description
“QML” Refers to our Subsidiary viz. Quintillion Media Limited (earlier called as
Quintillion Media Private Limited)
“QBML” Refers to our step-down Subsidiary viz. Quintillion Business Media Limited
(earlier called as Quintillion Business Media Private Limited)
“Quintype India” Refers to our step-down Subsidiary viz. Quintype Technologies India Limited
(earlier called as Quintype Technologies India Private Limited)
“QML SPA” The Share Purchase Agreement dated November 10, 2021 entered between
QML, our Company, RB Diversified and Mr. Raghav Bahl in relation to
acquisition of 100% of the shares and securities of QML, as amended by the
Addendum dated January 19, 2022
“Quintype India SHA” The Shareholders Agreement dated August 20, 2020 entered into between
QML, Mr. Raghav Bahl, Quintype India and IIFL Seed Ventures
“Quintype India SSA” The Securities Subscription Agreement dated August 20, 2020 entered into
between QML, Mr. Raghav Bahl, Quintype India and IIFL Seed Ventures
“Registered Office” The Registered Office of our Company located at 403, Prabhat Kiran, 17,
Rajendra Place, Delhi – 110 008, India
“Registrar of Registrar of Companies, Delhi situated at 4th Floor, IFCI Tower 61, New Delhi
Companies”/ “RoC” 110 019, India
“Restated Financial Our restated Ind AS consolidated summary statement of assets and liabilities
Statements” as at March 31, 2022, as at March 31, 2021 and as at March 31, 2020, and
restated Ind AS consolidated summary statement of profit and loss, restated
Ind AS consolidated summary statement of changes in equity and restated Ind
AS consolidated summary statement of cash flows for the years ended March
31, 2022, March 31, 2021 and March 31, 2020, together with the annexures,
notes and other explanatory information thereon, derived from the annual
audited consolidated financial statements as at and for year ended March 31,
2022, March 31, 2021 and March 31, 2020, prepared in accordance with Ind
AS and restated in accordance with Section 26 of Part 1 of Chapter III of the
Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on
“Reports in Company Prospectuses (Revised 2019)” issued by the ICAI
“Rights Issue The committee of our Board constituted through a resolution dated
Committee” February 07, 2022 for purpose of this Issue and incidental matters thereof,
consisting of Ms. Ritu Kapur, Mr. Mohan Lal Jain and Mr. Parshotam Dass
Agarwal
“RB Diversified” RB Diversified Private Limited, a company forming part of the Promoter Group
“Shareholders/ Equity The Equity Shareholders of our Company, from time to time
Shareholders”
“Subsidiary (ies)” Subsidiary (ies) of our Company in accordance with the provisions of the
Companies Act, 2013
“Subsidiary Company QML, QBML and Quintype India
(ies)”
“Spunklane Media” Spunklane Media Private Limited, an Associate of our Company
“Spunklane SPA” The Share Purchase Agreement dated November 10, 2021 entered into
between our Company, Mr. Raghav Bahl and Spunklane Media to acquire
47.92% of the equity share capital
3
“Stakeholders The committee of the Board of Directors constituted as our Company’s
Relationship Stakeholders Relationship Committee in accordance with Regulation 20 of the
Committee” SEBI Listing Regulations and Section 178 of the Companies Act, 2013. For details,
see “Our Management – Stakeholders Relationship Committee ” on page 122 of
this Letter of Offer
“YKA Media” YKA Media Private Limited, an Associate of QML
Issue Related Terms

Term Description
2009 ASBA Circular The SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30,
2009
2011 ASBA Circular The SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011
Abridged Letter of Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with
Offer respect to the Issue in accordance with the provisions of the SEBI ICDR
Regulations and the Companies Act, 2013
Additional Rights The Rights Equity Shares applied or allotted under this Issue in addition to the
Equity Shares / Rights Entitlement
Additional Equity
Shares
Allot/Allotment/ Allotment of the Rights Equity Shares pursuant to the Issue
Allotted
Allotment Account The account opened with the Banker(s) to the Issue, into which the
Application Money lying to the credit of the escrow account(s) and amounts
blocked by Application Supported by Blocked Amount in the ASBA Account,
with respect to successful Applicants will be transferred on the Transfer Date
in accordance with Section 40(3) of the Companies Act
Allotment Advice Note, advice or intimation of Allotment sent to each successful Applicant who
has been or is to be allotted the Rights Equity Shares pursuant to the Issue.
Allotment Account Bank(s) which are clearing members and registered with SEBI as bankers to
Bank(s) an issue and with whom the Allotment Accounts will be opened, in this case
being Kotak Mahindra Bank
Allotment Date Date on which the Allotment is made pursuant to the Issue
Allottee(s) Person(s) who are allotted Rights Equity Shares pursuant to the Allotment.
Applicant(s) / Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application
Investor(s) for the Rights Equity Shares pursuant to the Issue in terms of this Letter of
Offer, including an ASBA Investor
Application Application made through (i) submission of the Application Form or plain
paper Application to the Designated Branch of the SCSBs or online/ electronic
application through the website of the SCSBs (if made available by such SCSBs)
under the ASBA process to subscribe to the Rights Equity Shares at the Issue
Price
Application Form Unless the context otherwise requires, an application form through the
website of the SCSBs (if made available by such SCSBs) under the ASBA
process used by an Applicant to make an application for the Allotment of
Rights Equity Shares in this Issue
Application Money Aggregate amount payable at the time of Application i.e ₹ 50 per Rights Equity
Share in respect of the Rights Equity Shares applied for in this Issue
4
Term Description
Application Supported Application (whether physical or electronic) used by ASBA Applicants to make
by Blocked an application authorizing a SCSB to block the Application Money in the ASBA
Amount/ASBA Account
ASBA Account Account maintained with a SCSB and specified in the Application Form or plain
paper application, as the case may be, for blocking the amount mentioned in
the Application Form or the plain paper application, in case of Eligible Equity
Shareholders, as the case may be
ASBA Applicant / ASBA As per the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22,
Investor 2020, all investors (including Renouncees) shall make an application for a
rights issue only through ASBA facility
ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications
thereto as permitted under the SEBI ICDR Regulations
Banker(s) to the Issue Collectively, the Escrow Collection and the Refund Banks to the Issue, in this
case being Kotak Mahindra Bank Limited
Bankers to the Issue Agreement dated August 05, 2022 entered into by and amongst our
Agreement Company, the Registrar to the Issue, the Lead Manager and the Bankers to
the Issue for collection of the Application Money from Applicants/ Investors,
transfer of funds to the Allotment Account and where applicable, refunds of
the amounts collected from Applicants/Investors, on the terms and
conditions thereof
Basis of Allotment The basis on which the Rights Equity Shares will be allotted to successful
applicants in the Issue and which is described in “Terms of the Issue” on page
264 of this Letter of Offer
Consolidated The certificate that would be issued for Rights Equity Shares allotted to each
Certificate folio in case of Eligible Equity Shareholders who hold Equity Shares in physical
form
Controlling Branches/ Such branches of SCSBs which coordinate Bids under the Issue with the
Controlling Branches Registrar and the Stock Exchange, a list of which is available on the website of
of the SCSBs SEBI at http://www.sebi.gov.in.
Demographic Details of Investors including the Investor’s address, name of the Investor’s
Details father/ husband, investor status, occupation and bank account details, where
applicable
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms submitted by
Branches ASBA Bidders, a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId=35, updated from time to time, or at such other website as may
be prescribed by SEBI from time to time
Designated Stock BSE
Exchange
Depository(ies) NSDL and CDSL or any other depository registered with SEBI under the
Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018 as amended from time to time read with the Depositories
Act, 1996
Draft Letter of The Draft Letter of Offer dated July 06, 2022 filed with SEBI and the Stock
Offer/DLoF/DLOF Exchange, for its observations and in-principle approval
Escrow Collection Bank Banks which are clearing members and registered with SEBI as bankers to an
issue and with whom Escrow Account(s) will be opened, in this case being
Kotak Mahindra Bank Limited
5
Term Description
Eligible Equity Existing Equity Shareholders as on the Record Date i.e. Thursday, December
Shareholders 22, 2022. Please note that the investors eligible to participate in the Issue
exclude certain overseas shareholders. For further details, see “Notice to
Investors” on page 12 of this Letter of Offer
Issue / Rights Issue Issue of upto 2,50,00,000 Equity Shares of face value of ₹ 10 each (“Rights
Equity Shares”) of our Company for cash at a price of ₹ 50 per Rights Equity
Share (including a share premium of ₹ 40 per Rights Equity Share) aggregating
up to ₹ 12,500 Lakhs on a rights basis to the Eligible Equity Shareholders of
our Company in the ratio of 42 ( Forty- Two ) Rights Equity Shares for every
37 (Thirty- Seven) fully paid-up Equity Shares held by the Eligible Equity
Shareholders of our Company on the Record Date i.e. Thursday, December
22, 2022.
Issue Agreement Issue Agreement dated July 05, 2022 between our Company and Lead
Manager i.e Choice Capital Advisors Private Limited
Issue Closing Date Tuesday, January 24, 2023
Issue Opening Date Monday, January 09, 2023
Issue Period The period between the Issue Opening Date and the Issue Closing Date,
inclusive of both days, during which Applicants/ Investors can submit their
Application, in accordance with the SEBI ICDR Regulations
Issue Price ₹ 50.00 per Rights Equity Share.
Issue Proceeds / Gross Gross Proceeds of this Issue
Proceeds
Issue Size Amount aggregating up to ₹ 12,500 Lakhs*
*Assuming full subscription with respect to Rights Equity Shares
Lead Manager Choice Capital Advisors Private Limited
Letter of Offer /LOF The final Letter of Offer dated December 07, 2022 issued by our Company in
connection with this Issue
Net Proceeds Proceeds of the Issue less Issue related expenses. For further information
about the Issue related expenses, see “Objects of the Issue” on page 65 of this
Letter of Offer
Non-ASBA Investor/ Investors other than ASBA Investors who apply in the Issue otherwise than
Non-ASBA Applicant through the ASBA process comprising the Eligible Equity Shareholders holding
Equity Shares in physical form or who intend to renounce their Rights
Entitlement in part or full and Renouncees
Non-Institutional An Investor other than a Retail Individual Investor or Qualified Institutional
Bidders or NIIs Buyer as defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations
Off Market The renunciation of Rights Entitlements undertaken by the Investor by
Renunciation transferring them through off market transfer through a depository
participant in accordance with the SEBI Rights Issue Circulars and the circulars
issued by the Depositories, from time to time, and other applicable laws
On Market The renunciation of Rights Entitlements undertaken by the Investor by trading
Renunciation them over the secondary market platform of the Stock Exchange through a
registered stock broker in accordance with the SEBI Rights Issue Circulars and
the circulars issued by the Stock Exchange, from time to time, and other
applicable laws, on or before Friday, January 13, 2023
Payment Schedule Payment schedule under which 100% of the Issue Price is payable on
Application, i.e., ₹ 50.00 per Rights Equity Share
6
Term Description
QIBs or Qualified Qualified Institutional Buyers as defined under Regulation 2(1)(ss) of the SEBI
Institutional Buyers ICDR Regulations
` Designated date for the purpose of determining the Equity Shareholders
eligible to apply for the Rights Equity Shares, being Thursday, December 22,
2022
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) will be opened,
in this case being Kotak Mahindra Bank Limited
Registrar to the Issue / Skyline Financial Services Private Limited
Registrar
Registrar Agreement Agreement dated July 05,2022 entered into amongst our Company and the
Registrar in relation to the responsibilities and obligations of the Registrar
pertaining to the Issue
Renouncee(s) Person(s) who has/have acquired the Rights Entitlement from the Eligible
Equity Shareholders on renunciation
Renunciation Period The period during which the Investors can renounce or transfer their Rights
Entitlements which shall commence from the Issue Opening Date i.e.,
Monday, January 09, 2023. Such period shall close on Friday, January 13, 2023
in case of On Market Renunciation. Eligible Equity Shareholders are requested
to ensure that renunciation through off-market transfer is completed in such
a manner that the Rights Entitlements are credited to the demat account of
the Renouncee on or prior to the Issue Closing Date i.e. Tuesday, January 24,
2023
Retail Individual An individual Investor (including an HUF applying through Karta) who has
Bidders(s)/Retail applied for Rights Equity Shares and whose Application Money is not more
Individual Investor(s)/ than ₹2,00,000 in the Issue as defined under Regulation 2(1)(vv) of the SEBI
RII(s)/RIB(s) ICDR Regulations
Rights Entitlement The number of the Rights Equity Shares that an Eligible Equity Shareholder is
entitled to in proportion to the number of Equity Shares held by the Eligible
Equity Shareholder on the Record Date, being 42 (Forty-Two) Rights Equity
Shares for every 37 (Thirty-Seven) Shares held on Thursday, December 22,
2022.
The Rights Entitlements with a separate ISIN: INE641R20017 will be credited

to your demat account before the date of opening of the Issue, against the
equity shares held by the Equity Shareholders as on the Record Date i.e.
Thursday, December 22, 2022
Pursuant to the provisions of the SEBI ICDR Regulations and the SEBI Rights
Issue Circular, the Rights Entitlements shall be credited in dematerialized form
in respective demat accounts of the Eligible Equity Shareholders before the
Issue Opening Date.
Rights Entitlement Letter including details of Rights Entitlements of the Eligible Equity
Letter Shareholders
Rights Equity Shares Equity Shares of our Company to be allotted pursuant to this Issue
SEBI Rights Issue Collectively, SEBI circulars, bearing reference number
Circulars SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, bearing reference
number SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated April 21, 2020, SEBI
circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated
7
Term Description
May 6, 2020, SEBI circular bearing reference number
SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020 and SEBI circular
bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January
19, 2021 SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April 22,
2021 and SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/633 dated October 01,
2021
Self-Certified The banks registered with SEBI, offering services (i) in relation to ASBA (other
Syndicate Banks or than through UPI mechanism), a list of which is available on the website of
SCSBs SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&intmId=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&intmId=35, as applicable, or such other website as updated from time to
time, and (ii) in relation to ASBA (through UPI mechanism), a list of which is
available on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in
tmId=40 or such other website as updated from time to time
Stock Exchange Stock Exchange where the Equity Shares are presently listed, being BSE
Transfer Date The date on which the amount held in the escrow account(s) and the amount
blocked in the ASBA Account will be transferred to the Allotment Account,
upon finalization of the Basis of Allotment, in consultation with the
Designated Stock Exchange
Willful Defaulter/ A Company or person, as the case may be, categorized as a willful defaulter
Fraudulent Borrower or a fraudulent borrower by any bank or financial institution or consortium
thereof, in accordance with the guidelines on willful defaulters issued by the
RBI, including any company whose director or promoter is categorized as such
Working Day All days other than second and fourth Saturday of the month, Sunday or a
public holiday, on which commercial banks in Mumbai are open for business;
provided however, with reference to (a) announcement of Price Band; and (b)
Bid/Issue Period, Term Description the term Working Day shall mean all days,
excluding Saturdays, Sundays and public holidays, on which commercial banks
in Mumbai are open for business; and (c) the time period between the
Bid/Issue Closing Date and the listing of the Equity Shares on the Stock
Exchange. “Working Day” shall mean all trading days of the Stock Exchange,
excluding Sundays and bank holidays, as per the circulars issued by SEBI
Business and Industry related Terms or Abbreviations

Term Description
A&E Refers to A&E Networks
BBC British Broadcasting Corporation
BFSI Banking and Financial Services Industry
CAGR Compounded Annual Growth Rate
COVID-19 Coronavirus Disease 2019
CJ Citizen Journalist
Euro /€ Euro, the official currency of the European Union
GDP Gross Domestic Product
GNI Good News Initiative
IFCN International Fact Checking Network
8
INR Indian Rupee (₹)
Information Information Technology Rules Information Technology (Intermediary
Technology Rules Guidelines and Digital Media Ethics Code) Rules 2021
M&E Media and Entertainment
MIB Ministry of Information and Broadcasting
VFX Visual Effects
WebQoof A fact check initiative for countering fake news
USA/US United States of America
USD/ US$ US Dollar
Conventional Terms or Abbreviations

Term Description
AIF Alternative Investment Fund, as defined and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
Bn/bn Billion
BSE BSE Limited
CAGR Compounded Annual Growth Rate.
CCPS Compulsory Convertible Preference Shares
CCD(s) Compulsory Convertible Debenture(s)
CDSL Central Depository Services (India) Limited.
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CIT(A) Commissioner of Income Tax (Appeals)
Companies Act, 2013 / Companies Act, 2013 along with rules made thereunder.
Companies Act
Companies Act 1956 Companies Act, 1956, and the rules thereunder (without reference to the
provisions thereof that have ceased to have effect upon the notification of
the notified sections).
CSR Corporate Social Responsibility
Depository(ies) A depository registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996.
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EPS Earnings Per Share
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance
with the FEMA
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DIPP vide
circular no. D/o IPP F. No. 5(1)/2017- FC-1 dated August 28, 2017
FDI Foreign Direct Investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder
FEMA Rules The Foreign Exchange Management (Non-debt instruments) Rules, 2019
Financial Year/ The period of 12 months commencing on April 1 of the immediately preceding
Fiscal/FY calendar year and ending on March 31 of that particular calendar year.
9
Term Description
FPIs Foreign Portfolio Investor as defined under the Securities and Exchange Board
of India (Foreign Portfolio Investors) Regulations, 2019, registered with SEBI
under applicable laws in India
Fugitive Economic An individual who is declared a Fugitive Economic Offender under Section 12
Offender of the Fugitive Economic Offenders Act, 2018
FVCI Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000) registered with SEBI
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
GoI / Government The Government of India
GAAR General Anti – Avoidance Rules
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
IEPF Investor Education and Protection Fund
IFRS International Financial Reporting Standards
IFSC Code Indian Financial System Code
Income Tax Act / IT Act Income Tax Act, 1961, as amended
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies
Act 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules, 2016, as
amended
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India
ITAT Income Tax Appellate Tribunal
INR or ₹ or Rs. Or Indian Rupee, the official currency of the Republic of India.
Indian Rupees
ISIN International Securities Identification Number
IT Information Technology
MCA The Ministry of Corporate Affairs, GoI
Mn / mn Million
Mutual Funds Mutual Funds registered with the SEBI under the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996, as amended
N.A. or NA Not Applicable
NAV Net Asset Value
NSDL National Securities Depository Limited
OCB A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant
to general permission granted to OCBs under FEMA. OCBs are not allowed to
invest in the Issue.
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after Tax
10
Term Description
PMLA 2002 Prevention of Money Laundering Act, 2002
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended
Regulation S Regulation S under the United States Securities Act of 1933, as amended
SCRA Securities Contract (Regulation) Act, 1956 of 1933, as amended
SCRR The Securities Contracts (Regulation) Rules, 1957 as amended
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019, as amended
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations Requirements) Regulations, 2015, as amended
SEBI Takeover The Securities and Exchange Board of India (Substantial Acquisition of Shares
Regulations and Takeovers) Regulations, 2011, as amended
Securities Act The United States Securities Act of 1933.
STT Securities Transaction Tax
Tn/tn Trillion
Trademarks Act Trademarks Act, 1999, as amended
US$/ USD/ US Dollar United States Dollar, the official currency of the United States of America
USA/ U.S./ US United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
VCFs Venture capital funds as defined in and registered with the SEBI under the
Securities and Exchange Board of India (Venture Capital Fund) Regulations,
1996 or the Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012, as the case may be
w.e.f. With effect from
Year/Calendar Year Unless context otherwise requires, shall refer to the twelve-month period
ending December 31
11
NOTICE TO INVESTORS
The distribution of the Draft Letter of Offer, this Letter of Offer, the Abridged Letter of Offer, Application
Form and Rights Entitlement Letter (collectively “Issue Material”) and the issue of Rights Entitlement and
Rights Equity Shares to persons in certain jurisdictions outside India may be restricted by legal
requirements prevailing in those jurisdictions. Persons into whose possession the Issue Material may
come are required to inform themselves about and observe such restrictions.
Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch
through email and will send / dispatch the Issue Material only to Eligible Equity Shareholders who have a
registered address in India or who have provided an Indian address to our Company. Further, the Letter
of Offer will be provided, through email and sent / dispatched, by the Registrar on behalf of our Company
to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are
located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of
such jurisdictions and in each case who make a request in this regard. Investors can also access the Issue
Material from the websites of the Registrar, our Company and the Stock Exchange. Those overseas
shareholders who do not update our records with their Indian address or the address of their duly
authorized representative in India, prior to the date on which we propose to dispatch the Issue Materials,
shall not be sent any Issue Materials.
No action has been or will be taken to permit the Issue in any jurisdiction where action would be required
for that purpose. Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold,
directly or indirectly, and the Issue Material or any offering materials or advertisements in connection
with the Issue may not be distributed, in whole or in part, in any jurisdiction, except in accordance with
legal requirements applicable in such jurisdiction. Receipt of the Issue Material will not constitute an offer
in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, the
Issue Material must be treated as sent for information purposes only and should not be acted upon for
subscription to the Rights Equity Shares and should not be copied or redistributed. Accordingly, persons
receiving a copy of the Issue Material should not, in connection with the issue of the Rights Equity Shares
or the Rights Entitlements, distribute or send the Issue Material to any person outside India where to do
so, would or might contravene local securities laws or regulations. If the Issue Material is received by any
person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights
Equity Shares or the Rights Entitlements referred to in the Issue Material.
Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares
offered in the Issue will be deemed to have declared, represented, warranted and agreed that such person
is authorised to acquire the Rights Entitlements or the Rights Equity Shares in compliance with all
applicable laws and regulations prevailing in his jurisdiction. Our Company, the Registrar or any other
person acting on behalf of our Company reserves the right to treat any Application Form as invalid where
they believe that Application Form is incomplete or acceptance of such Application Form may infringe
applicable legal or regulatory requirements and we shall not be bound to allot or issue any Rights Equity
Shares or Rights Entitlement in respecqt of any such Application Form. Neither the delivery of this Letter
of Offer nor any sale hereunder, shall, under any circumstances, create any implication that there has
been no change in our Company’s affairs from the date hereof or the date of such information or that the
information contained herein is correct as at any time subsequent to the date of this Letter of Offer or the
date of such information.
Neither the delivery of the Issue Material nor any sale hereunder, shall, under any circumstances, create
any implication that there has been no change in our Company’s affairs from the date hereof or the date
12
of such information or that the information contained herein is correct as at any time subsequent to the
date of the Issue Material or the date of such information.
THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX OR INVESTMENT
ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE FOREIGN, STATE OR LOCAL TAX OR
LEGAL CONSEQUENCES AS A RESULT OF THE OFFER RIGHTS OF EQUITY SHARES OR RIGHTS
ENTITLEMENTS. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL, BUSINESS
ADVISOR AND TAX ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING
THE OFFER OF EQUITY SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY REPRESENTATION
TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES REGARDING THE LEGALITY OF AN
INVESTMENT IN THE EQUITY SHARES BY SUCH OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS
OR REGULATIONS.
NO OFFER IN THE UNITED STATES
The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States and may not be offered or sold in the
United States of America or the territories or possessions thereof (“United States”), except in a
transaction not subject to, or exempt from, the registration requirements of the Securities Act and
applicable state securities laws. The offering to which this Letter of Offer relates is not, and under no
circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale
in the United States or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights
Entitlement. There is no intention to register any portion of the Issue or any of the securities described
herein in the United States or to conduct a public offering of securities in the United States. Accordingly,
the Issue Material should not be forwarded to or transmitted in or into the United States at any time. In
addition, until the expiry of 40 days after the commencement of the Issue, an offer or sale of Rights
Entitlements or Rights Equity Shares within the United States by a dealer (whether or not it is participating
in the Issue) may violate the registration requirements of the Securities Act.
Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from
any person, or the agent of any person, who appears to be, or who our Company or any person acting on
our behalf has reason to believe is in the United States when the buy order is made. Envelopes containing
an Application Form and Rights Entitlement Letter should not be postmarked in the United States or
otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make
an offer, and all persons subscribing for the Rights Equity Shares Issue and wishing to hold such Equity
Shares in registered form must provide an address for registration of these Equity Shares in India. Our
Company is making the Issue on a rights basis to Eligible Equity Shareholders and the Issue Material will
be dispatched only to Eligible Equity Shareholders who have an Indian address. Any person who acquires
Rights Entitlements and the Rights Equity Shares will be deemed to have declared, represented,
warranted and agreed that, (i) it is not and that at the time of subscribing for such Rights Equity Shares or
the Rights Entitlements, it will not be, in the United States, and (ii) it is authorized to acquire the Rights
Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations.
Our Company reserves the right to treat any Application Form as invalid which: (i) does not include the
certification set out in the Application Form to the effect that the subscriber is authorised to acquire the
Rights Equity Shares or Rights Entitlement in compliance with all applicable laws and regulations; (ii)
appears to us or our agents to have been executed in or dispatched from the United States; (iii) where a
registered Indian address is not provided; or (iv) where our Company believes that Application Form is
incomplete or acceptance of such Application Form may infringe applicable legal or regulatory
13
requirements; and our Company shall not be bound to allot or issue any Rights Equity Shares or Rights
Entitlement in respect of any such Application Form.
Rights Entitlements may not be transferred or sold to any person in the United States.
THIS DOCUMENT IS SOLELY FOR THE USE OF THE PERSON WHO RECEIVED IT FROM OUR COMPANY OR
FROM THE REGISTRAR. THIS DOCUMENT IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER
PERSON.
14
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF PRESENTATION
Certain Conventions
All references to “India” contained in this Letter of Offer are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, Central
Government” or the “State Government” are to the Government of India, central or state, as applicable.
Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to the
‘US’ or ‘U.S.’ or the ‘United States’ are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Letter of Offer is in Indian Standard Time. Unless
indicated otherwise, all references to a year in this Letter of Offer are to a calendar year.
A reference to the singular also refers to the plural and one gender also refers to any other gender,
wherever applicable.
Unless stated otherwise, all references to page numbers in this Letter of Offer are to the page numbers
Financial Data
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios
in this Letter of Offer have been derived from our Restated Financial Statements. For details, please see
“Restated Financial Information” on page 132 of this Letter of Offer. Our Company’s financial year
commences on April 1 and ends on March 31 of the following calendar year. Accordingly, all references
to a particular financial year, unless stated otherwise, are to the twelve (12) month period ending on
March 31 of the following calendar year.
The GoI has adopted the Ind AS, which are converged with the IFRS and notified under Section 133 of the
Companies Act, 2013 read with the Ind AS Rules. The Restated Financial Statements of our Company for
the Financial Years ended March 2020, March 2021 and March 2022 have been prepared in accordance
with Ind AS read with the Ind AS Rules and other the relevant provisions of the Companies Act, 2013 and
restated in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (revised), 2019, issued by the ICAI. Our Company publishes its financial statements in Indian
Rupees.
In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed
are due to rounding off and unless otherwise specified all financial numbers in parenthesis represent
negative figures. Our Company has presented all numerical information in the Financial Statements in
whole numbers and in this Letter of Offer in “Lakh” units or in whole numbers where the numbers have
been too small to represent in Lakh. One Lakh represents 1,00,000 and one million represents 10,00,000.
There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation
of the financial information to IFRS or US GAAP. Our Company has not attempted to also explain those
differences or quantify their impact on the financial data included in this Letter of Offer, and you are urged
to consult your own advisors regarding such differences and their impact on our financial data.
Accordingly, the degree to which the financial information included in this Letter of Offer will provide
15
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, Ind AS, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by
persons not familiar with these accounting principles and regulations on our financial disclosures
presented in this Letter of Offer should accordingly be limited. For further information, see “Restated
Financial Information” on page 132 of this Letter of Offer.
Certain figures contained in this Letter of Offer, including financial information, have been subject to
rounding off adjustments. All figures in decimals (including percentages) have been rounded off to one or
two decimals. However, where any figures that may have been sourced from third-party industry sources
are rounded off to other than two decimal points in their respective sources, such figures appear in this
Letter of Offer rounded-off to such number of decimal points as provided in such respective sources. In
this Letter of Offer, (i) the sum or percentage change of certain numbers may not conform exactly to the
total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform
exactly to the total figure given for that column or row. Any such discrepancies are due to rounding off.
Currency and Units of Presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” or “Re.” are to Indian Rupee, the official currency of the Republic
of India;
• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of
America; and
• “Euro” or “€” are to Euro, the official currency of the European Union.
Our Company has presented certain numerical information in this Letter of Offer in “lakh” or “Lac” units
or in whole numbers. One Lakh represents 1,00,000 and one million represents 10,00,000. All the numbers
in the document have been presented in Lakh or in whole numbers where the numbers have been too
small to present in Lakh. Any percentage amounts, as set forth in “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Conditions and Results of Operation” and elsewhere
in this Letter of Offer, unless otherwise indicated, have been calculated based on our Restated Financial
Information.
Exchange Rates
This Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be
construed as a representation that these currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate or at all.
16
The following table sets forth, for the periods indicated, information with respect to the exchange rate
between the Indian Rupee and other foreign currencies:
Currency September March 31, 2022 March 31, March 31,

30, 2022 2021 2020
1 USD 81.55 75.92 73.50 75.39
1 Euro 80.11 81.68 86.10 83.05
(Source: RBI reference rate)
(Source: www.rbi.org.in and www.fbil.org.in)
Industry and Market Data
Unless stated otherwise, industry and market data used in this Letter of Offer has been obtained or
derived from publicly available information as well as industry publications and sources.
Industry publications generally state that the information contained in such publications has been
obtained from publicly available documents from various sources believed to be reliable, but their
accuracy and completeness are not guaranteed, and their reliability cannot be assured. Although we
believe the industry and market data used in this Letter of Offer is reliable, it has not been independently
verified by us. The data used in these sources may have been reclassified by us for the purposes of
presentation. Data from these sources may also not be comparable. Such data involves risks, uncertainties
and numerous assumptions and is subject to change based on various factors, including those discussed
in “Risk Factors” on page 27 of this Letter of Offer. Accordingly, investment decisions should not be based
solely on such information.
The extent to which the market and industry data used in this Letter of Offer is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in compiling such data. There
are no standard data gathering methodologies in the industry in which the business of our Company is
conducted, and methodologies and assumptions may vary widely among different industry sources.
17
FORWARD - LOOKING STATEMENTS
This Letter of Offer contains certain “forward-looking statements”. Forward looking statements appear
throughout this Letter of Offer, including, without limitation, under the chapters titled “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and “Industry Overview”. Forward-looking statements include statements concerning our Company’s
plans, objectives, goals, strategies, future events, future revenues or financial performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our Company’s competitive
strengths and weaknesses, our Company’s business strategy and the trends our Company anticipates in
the industries and the political and legal environment, and geographical locations, in which our Company
operates, and other information that is not historical information. These forward-looking statements
generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “likely”, “may”, “objective”, “plan”, “potential”, “project”,
“pursue”, “shall”, “seek to”, “will”, “will continue”, “will pursue”, “forecast”, “target”, or other words or
phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of
our Company are also forward-looking statements. However, these are not the exclusive means of
identifying forward-looking statements.
All statements regarding our Company’s expected financial conditions, results of operations, business
plans and prospects are forward-looking statements. These forward-looking statements include
statements as to our Company’s business strategy, planned projects, revenue and profitability (including,
without limitation, any financial or operating projections or forecasts), new business and other matters
discussed in this Letter of Offer that are not historical facts. These forward-looking statements contained
in this Letter of Offer (whether made by our Company or any third party), are predictions and involve
known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results,
performance or achievements of our Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements or other
projections.
Actual results may differ materially from those suggested by the forward-looking statements due to risks
or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes
pertaining to the industry in which our Company operates and our ability to respond to them, our ability
to successfully implement our strategy, our growth and expansion, the competition in our industry and
markets, technological changes, our exposure to market risks, general economic and political conditions
in India and globally which have an impact on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange
rates, equity prices or other rates or prices, the performance of the financial markets in India and globally,
changes in laws, regulations and taxes, incidence of natural calamities and/or acts of violence. Important
factors that could cause actual results to differ materially from our Company’s expectations include, but
are not limited to, the following:
• trends in the Indian Media & Industry including digital media industry and media tech industry;
• adverse effect of competition on our market share and profits;
• changes in technology and our ability to manage any disruption or failure of our technology systems;
• our ability to:
- manage our growth effectively;
- manage our credit risk;
18
- manage our quality of services;
- hire and retain senior management personnel and other skilled manpower;
- manage cost of compliance with labor laws or other regulatory developments;
- manage our operating costs;
- successfully implement our business strategies and expansion plans;
- maintain effective internal controls;
• changes in general, political, social and economic conditions in India and elsewhere;
• general levels of GDP growth, and growth in employment and personal disposable income; and
• economic uncertainties, fiscal crises or instability in India.
For further discussion of factors that could cause the actual results to differ from our estimates and
expectations, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial
Position and Results of Operations” on pages 27, 97 and 220 respectively, of this Letter of Offer. By their
nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual gains or losses could materially differ from those that have
been estimated.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove
to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements and not to regard such statements as a guarantee of future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Letter of Offer
and are not a guarantee of future performance. These statements are based on the management’s beliefs
and assumptions, which in turn are based on currently available information. Although we believe the
assumptions upon which these forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate, and the forward-looking statements based on these
assumptions could be incorrect. Neither our Company, nor our Directors, our Promoters, the Syndicate
Member(s) or any of their respective affiliates or advisors have any obligation to update or otherwise
revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company will ensure that investors are informed of
material developments from the date of this Letter of Offer until the time of receipt of the listing and
trading permissions from the Stock Exchange.
19
SUMMARY OF THIS LETTER OF OFFER
The following is a general summary of the terms of this Issue, and should be read in conjunction with and
is qualified by the more detailed information appearing in this Letter of Offer, including the sections titled
“Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Our Business”, “Industry
Overview”, “Outstanding Litigation and Material Developments” and “Terms of the Issue” on pages 27,
51, 59, 65, 97, 91, 242 and 264 respectively.
1. Summary of Industry
The Indian Media & Entertainment Industry is a sunrise sector for the economy and is making
significant strides. Proving its resilience to the world, the Indian Media & Entertainment Industry is
on the cusp of a strong phase of growth, backed by rising consumer demand and improving
advertising and subscription revenue. According to the FICCI-EY Report 2021, the Media &
Entertainment Industry business is estimated to grow 25% to reach Rs. 1.73 trillion (US$ 23.29
billion) in 2021. As per industry reports, Indian Media & Entertainment industry is on an impressive
growth path. The industry is expected to grow at a much faster rate than the global average rate.
Growth is expected in retail advertisement on the back of several players entering the food and
beverages segment, E-commerce gaining more popularity in the country, and domestic companies
testing out the waters. Rural region is also a potentially profitable target.
For further details, please refer to the chapter titled “Industry Overview” at page 91 of this Letter
of Offer.
2. Summary of Business
Our Company is presently operating in the Media & Entertainment business through its presence
in the digital news media segment with three leading digital platforms viz.: “www.thequint.com”,
“www.hindi.thequint.com” and “www.fit.thequint.com”. These platforms were acquired pursuant
to a slump purchase of the digital content business of QML effective from July 1, 2020. The digital
platforms of the Company disseminate news, opinions, and current affairs content on India and the
world covering multiple categories such as governance, politics, economy, business, entertainment,
sports, technology, education, lifestyle, health and fitness, gender issues, and more. Each of the
digital platforms also has their own social media channels on all major platforms including
Facebook, Instagram, YouTube, Twitter, and more. Not only is the Quint amongst the pure-play
digital media news pioneers in India, but our Company is also India's leading multi brand digital
media and media–tech group, being the only new-age digital media and technology player listed on
an Indian stock exchange. We have acquired QML along with its subsidiaries and associates and
further acquired a 47.92% stake in Spunklane Media on January 19, 2022.
For further details, please refer to the chapter titled “Our Business” at page 97 of this Letter of
Offer.
3. Our Promoters
The Promoters of our Company are Mr. Raghav Bahl and Ms. Ritu Kapur. Mr Mohal Lal Jain and RB
Diversified, a company owned and controlled by Mr Raghav Bahl and Ms. Ritu Kapur, belong to the
Promoter Group.
20
4. Intention and extent of participation by our Promoters and Promoter Group
Pursuant to the letter dated July 1, 2022, our Promoters have confirmed that all the members of
the Promoters and Promoter Group intend to subscribe, (a) jointly and / or severally, to their Rights
Entitlements (including through subscription of any Rights Entitlements renounced in their favour
by any other Promoter or member(s) of the Promoter Group of our Company) and (b) subscribe to,
either individually or jointly and/ or severally with any other Promoter or member of the Promoter
Group, for additional Rights Equity Shares, including subscribing to unsubscribed portion (if any) in
the Issue. Our Company is in compliance with Regulation 38 of the SEBI Listing Regulations and will
continue to comply with the minimum public shareholding requirements under applicable law,
pursuant to this Issue.
5. Objects of the Issue
The Net Proceeds are proposed to be used in the manner set out in the following table:
(₹ in Lakhs)
Particulars Amount
Towards the exercise of the call option under the Quintype India SHA 3,750.00
Payment of remaining purchase price to Mr Raghav Bahl for acquisition 656.00
of QML shares / securities
Payment of remaining purchase price to RB Diversified for acquisition of 205.00
QML shares / securities
Payment of remaining purchase price to Mr Raghav Bahl for acquisition 538.00
of Spunklane Media shares / securities
Pre-Payment / repayment of Loans 3,826.13
General Corporate Purposes* 3,074.87
Total Net proceeds 12,050.00
* The amount to be utilized for General Corporate Purposes shall not exceed 25% of the Gross
Proceeds.
For further details, please see chapter titled “Objects of the Issue” on page 65 of this Letter of Offer.
6. Summary of Financial Information
Following are the details as per the Restated Financial Information for the Financial Years ended on
March 31, 2020, 2021 and 2022 and the unaudited results for the half year ended September 2022
(₹ in Lakhs)
S. Particulars Consolidated Consolidated Consolidated Consolidated
No. September March 31, March 31, March 31,
30 2022 * 2022 2021 2020
1. Authorised Share Capital
Equity Share Capital 5,000.00 5,000.00 2,350.00 2,000.00
Preference Share Capital 0.00 0.00 250.00 250.00
2. Paid-up Capital 2,196.83 2,196.68 2,195.08 200.00
3. Net Worth attributable to 3,265.48 4,145.05 3,116.39 (10,043.10)
Equity Shareholders
4. Total Revenue 3878.31 6,155.73 3,916.11 7,359.30
5. Profit/(Loss) after tax (1086.13) (2487.32) (6111.71) (8191.97)
6. Earnings per Share Basic (5.09) (11.28) (45.90) (406.65)
21
S. Particulars Consolidated Consolidated Consolidated Consolidated
No. September March 31, March 31, March 31,
30 2022 * 2022 2021 2020
Earnings Per Share diluted (5.09) (11.21) (38.96) (119.69)
(in ₹)
7. Net Asset Value per Equity 1.49 18.88 23.48 (502.16)
Share (in ₹) on Basic
weighted No. of Shares
8. Net Asset Value per Equity 1.49 18.76 19.93 (147.80)
Share (in ₹) on Diluted
weighted No. of Shares
9. Total Borrowings 4,462.59 2,580.10 5,848.87 21,250.82
Figures in brackets indicate negative figures /losses
* Limited reviewed, unaudited
For further details, please refer the section titled “Financial Information” on Page 132 of this Letter
of Offer.
7. Summary of Outstanding Litigations
A summary of the pending tax proceedings and other material litigations involving our Company,
our Promoter, our Directors and our Subsidiaries is provided below:
Litigations involving our Company
i) Cases filed against our Company:
Nature of Litigation Number of matters Amount involved*

outstanding (₹ in Lakhs)
Proceedings involving issues of moral 0 0.00
turpitude or criminal liability on the part of our
Company
Tax proceedings 0 0.00
Proceedings involving material violations of 0 0.00
statutory regulations by our Company
Economic offences 0 0.00
Material civil litigations above the materiality 0 0.00
threshold
Other civil litigation considered to be material 0 0.00
by our Company’s Board of Directors
*To the extent quantifiable
ii) Cases filed by our Company:

Criminal matters 0 0.00
Direct tax matters 0 0.00
Indirect tax matters 0 0.00
22
Other civil litigation considered to be 0 0.00
material by our Company’s Board of
Directors
Litigations involving our Promoters / Directors

Criminal matters 4 Not quantifiable
Direct tax matters 16 18,979.03
Other civil litigation considered to be material 3 10,300.00
Litigations involving our Subsidiaries
Nature of Litigation Number of matters Amount involved* (₹

outstanding in Lakhs)
Criminal matters 0 0
Direct tax matters 0 0
Other civil litigation considered to be material 2^ 1,000.00
^ one of the matters is not quantifiable
For further details, please see the chapter titled “Outstanding Litigation and Material
Developments” on Page 242 of this Letter of Offer.
8. Risk Factors
Please see the chapter titled “Risk Factors” on page 27 of this Letter of Offer.
9. Summary of Contingent Liabilities
We have no contingent liabilities as on March 31, 2022, March 31, 2021 and as on March 31, 2020.
23
10. Summary of major Related Party Transactions:
Income from
Operations 55,97,61,620 35,44,51,670 28,33,82,180
Nature of Name of the Year ended 31st %age of Year ended %age of Year ended %age of
Transaction related party March 2022 materia 31st March materia 31st March materiali
lity 2021 lity 2020 ty
Salaries and Raghav Bahl - - 9,41,877 0.27 - -

Other Benefits
Ritu Kapur 12,00,000 0.21 6,00,000 0.17 4,20,000 0.15
Pratosh Mittal - - 6,02,564 0.17 10,03,000 0.35
Vivek Agarwal 15,00,000 0.27 12,08,764 0.34 - -
Tarun Belwal 10,00,000 0.18 1,98,926 0.06 - -
Anukrati Agarwal - - 3,00,000 0.08 3,00,000 0.11
Anup Dutta 90,75,304 1.62 58,08,192 1.64 90,75,304 3.20
Acquisition of QML - - 27,72,94,844 78.23 - -

Business
Transition QML - 1,86,15,868 1.94 -

adjustment
under the
Business
Transfer
Agreement
24
Nature of Name of the Year ended 31st %age of Year ended %age of Year ended %age of
Transaction related party March 2022 materia 31st March materia 31st March materialit
lity 2021 lity 2020 y
Asset Purchase QML - - 31,07,963 0.88 - -
Cost
Content Cost Spunklane Media 6,10,164 0.11 5,55,503 0.16 6,61,011 0.23
QML - - - - 31,66,869 1.12

QBML 5,86,666 0.10 21,50,000 0.61 - -
Expenses on QBML 51,93,652 0.93 6,64,864 0.19- 3,69,07,405 13.02
behalf of the
Company
incurred by
Interest on QBML 5,73,781 0.10 - - - -
intercompany Quintype India 11,33,260 0.20 - - - -
Loan
Loans given to Quintype India 5,00,00,000 8.93 2,23,00,000 6.29 - -
QBML 7,70,00,000 13.76 5,00,00,000 14.11

Loans received Quintype India - 2,23,00,000 6.29 - -
back
QBM 15,09,00,000 42.57
Expenses RB Diversified 3,92,940 0.07 3,92,940 0.11 - -
incurred by
others on behalf
of the Company
Purchase of RB Diversified 11,53,14,391 20.60 - -

CCDs of QBML
Repayment of Bloomberg L.P. 4,76,63,577 8.51 - -

Other Equity
Other Equity Bloomberg L.P. - 45,21,47,503 127.56 -
25
Nature of Name of the Year ended %age Year ended %age Year ended %age of
Transaction related party 31st March of 31st March of 31st March materialit
2022 mate 2021 mater 2020 y
riality iality
Licence Fee Quintype India 79,56,973 1.42 53,84,103 1.52 81,02,000 2.86
Sale of QML - - 27,72,94,844 78.23 - -

operations
For further details, please refer “Restated Financial Information- Related Party Transaction” at page 184 in this Letter
of Offer.
12. Issue of equity shares made in last one year for consideration other than cash
Our Company has not made any issuances of Equity Shares in the last one year for consideration
other than cash.
13. Split or consolidation of Equity Shares in the last one year
There has been no split or consolidation of Equity Shares in the last one year.
26
SECTION II - RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Letter of Offer, including the risks and uncertainties described below, before making an
investment in the Equity Shares. In making an investment decision, prospective investors must rely on their
own examination and the terms of the Issue including the merits and risks involved. The risks described
below are not the only ones relevant to us, our Equity Shares, the industry or the segment in which we
operate. Additional risks and uncertainties, not presently known to us or that we currently deem
immaterial may arise or may become material in the future and may also impair our business, results of
operations and financial condition. If any of the following risks, or other risks that are not currently known
or are now deemed immaterial, actually occur, our business, results of operations, cash flows and financial
condition could be adversely affected, the trading price of our Equity Shares could decline, and as
prospective investors, you may lose all or part of your investment. You should consult your tax, financial
and legal advisors about particular consequences to you of an investment in this Issue. The financial and
other related implications of the risk factors, wherever quantifiable, have been disclosed in the risk factors
mentioned below. However, there are certain risk factors where the financial impact is not quantifiable
and, therefore, cannot be disclosed in such risk factors.
To obtain a complete understanding, you should read this section in conjunction with the sections “Industry
Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results
of Operations” on pages 91, 97 and 220 of this Letter of Offer, respectively. The industry-related
information disclosed in this section has been derived from publicly available documents from various
sources believed to be reliable, but their accuracy and completeness are not guaranteed and their
reliability cannot be assured. Neither our Company, nor any other person connected with the Issue,
including the Lead Manager, has independently verified the information in the industry report or other
publicly available information cited in this section.
This Letter of Offer also contains forward-looking statements that involve risks, assumptions, estimates
and uncertainties. Our actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including the considerations described below and, in the
section titled “Forward-Looking Statements” on page 18 of this Letter of Offer.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the
financial or other implications of any of the risks described in this section. Unless the context requires
otherwise, the financial information of our Company has been derived from the Restated Financial
Information, prepared in accordance with Ind AS and the Companies Act and restated in accordance with
the SEBI ICDR Regulations.
Materiality:
The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality of Risk Factors:
• Some events may not be material individually but may be found material collectively;
• Some events may have material impact qualitatively instead of quantitatively; and
• Some events may not be material at present but may have a material impact in future.
The financial and other related implications of risks concerned, wherever quantifiable have been disclosed
in the risk factors mentioned below. However, there are risk factors where the impact may not be
quantifiable and hence, the same has not been disclosed in such risk factors. The numbering of the risk
27
factors has been done to facilitate ease of reading and reference and does not in any manner indicate the
importance of one risk over another.
In this Letter of Offer, any discrepancies in any table between total and sums of the amount listed are due
to rounding off.
In this section, unless the context requires otherwise, any reference to “we”, “us” “our” or “Quint” refers
to Quint Digital Media Limited.
The risk factors are classified as under for the sake of better clarity and increased understanding.
INTERNAL RISK FACTORS
1. Our Company, Promoters, members of the Promoter Group, Directors and Subsidiaries are
involved in several litigations, any unfavourable outcome of the same may adversely affect the
business prospects, reputation, financial condition and results of operations of the Company.
As on the date of this Letter of Offer, our Promoters, members of the Promoter Group, Directors
and Subsidiaries are involved in certain civil, tax, regulatory and criminal proceedings which are
pending at different levels of adjudication before various courts, tribunals, forums and appellate
authorities.
We set out below the summary of litigation by and against our Company, Promoters, members of
the Promoter Group, Directors and Subsidiaries:
Litigations involving our Company
i) Cases filed against our Company:

Proceedings involving issues of moral turpitude 0 0.00
or criminal liability on the part of our Company
Tax proceedings 0 0.00
Proceedings involving material violations of 0 0.00
statutory regulations by our Company
Economic offences 0 0.00
Material civil litigations above the materiality 0 0.00
threshold
Other civil litigation considered to be material by 0 0.00
our Company’s Board of Directors
28
ii) Cases filed by our Company:

Criminal matters 0 0.00
Direct tax matters 0 0.00
Other civil litigation considered to be 0 0.00
material by our Company’s Board of
Directors
Litigations involving our Promoters / Directors

Criminal matters 4 Not quantifiable
Direct tax matters 16 18,979.03
Other civil litigation considered to be material 3 10,300.00
Litigations involving our Subsidiaries

Criminal matters 0 0
Direct tax matters 0 0
Other civil litigation considered to be material 2^ 1,000.00
^ one of the matters is not quantifiable
There can be no assurance on the outcome of such legal proceedings, notices and summons or that
such matters will be adjudicated in our favour. For further details, see section “Outstanding Litigation
and Defaults” on page 242 of this Letter of Offer.
2. Our Subsidiary may face penal action from the RBI for having written off the investment by way
of Convertible Debentures in Quintype Inc., a Delaware Corporation, incorporated in the United
States of America without their approval.
QML, our Subsidiary had invested in Quintype Inc. a Delaware Corporation, incorporated under the
laws of USA by way of CCPS and Convertible Debentures. The total investment made by QML in
Quintype Inc. was of US$ 47,50,000. Quintype Inc. was dissolved w.e.f August 9, 2020, and QML
wrote off the entire investment/ financial commitments in its books of accounts. Subsequently,
QML made the necessary filings with respect to disinvestment of stake in Quintype Inc. to the RBI
through its authorised dealer under the automatic route. However, the HDFC Bank Limited
29
(Authorized Dealer) informed QML that the investment in Convertible Debentures cannot be
written off without the prior approval of the RBI. Thereafter, post multiple correspondences, on
September 7, 2021, QML has written to the RBI informing them regarding the write off of the total
investment and financial commitment in Quintype Inc., and for granting a post facto approval for
writing off the investment made in Convertible Debentures of Quintype Inc. We have not received
any communication from the RBI in this regard as on the date of this Letter of Offer and we have
been informed by the Authorised Dealer that the Unique Identification Number allotted by the RBI
to QML in relation to the investment in Quintype Inc. has been cancelled. The RBI may however
initiate action and impose fines / penalties against our Subsidiary at a later date and this could have
an impact on our financial condition.
For further details, please see the chapter titled “Outstanding Litigation and Material
Developments” on page 242 of this Letter of Offer.
3. We intend to utilise a total amount of ₹ 3,750.00 Lakhs towards exercise of the call option and buy
out the seed investor in our step-down subsidiary either directly or through our material wholly
owned subsidiary, Quintillion Media Limited and ₹ 1,399.00 Lakhs as balance payment towards
purchase consideration to our promoters Mr Raghav Bahl and R B Diversified for the acquisition of
the shares / securities in our subsidiaries.
Our Company proposes to utilise ₹ 3,750.00 Lakhs towards the purchase of securities from the seed
investor in our Subsidiary, Quintype India by exercising the call option and ₹1,399.00 Lakhs towards
payment of the balance purchase price to our promoters Mr Raghav Bahl and RB Diversified for the
acquisition of the shares / securities in our subsidiaries and hence, there will be no creation of fresh
assets to the extent of ₹ 5,149.00 Lakhs out of the total proceeds from the Rights Issue.
4. We could be involved in a legal proceeding in case IIFL Seed Ventures does not honour the call
option.
In the unlikely event that IIFL Seed Ventures does not honour the call option agreed and prescribed
under the Quintype SHA, there could be a legal proceeding initiated which could divert management
time and attention and consume financial resources in their defence. There can be no assurance
whether the outcome of such legal proceedings will be in our favour or that the provisions we make
will be adequate to cover all losses we may incur in such proceedings, or that our actual liability will
be as reflected in any provision that we make in connection with any such legal proceedings.
5. The accounts of our Promoter Mr Raghav Bahl might be frozen in case necessary action is initiated
against him under the Prevention of Money Laundering Act, 2002
There has been an Enforcement Directorate has registered an Enforcement Case Information Report
ECIR/06/HIU/2019 against Mr Raghav Bahl under PMLA, 2002. However, based on expert opinion,
since there is no generation of any proceeds from the alleged under-reporting of income, the
provisions of PMLA, 2002 cannot be invoked against Mr Raghav Bahl and question of attachment of
his assets does not arise. In the unlikely event that the personal assets of Mr Raghav Bahl are
attached, there will be no impact on our Company. We, being an independent entity with a separate
legal existence independent from our Directors /shareholders, our assets cannot be realized by any
of the regulatory authorities as there are no allegations under the PMLA,2002 against our Company.
For further details, please see the chapter titled “Outstanding Litigation and Material Developments”
on page 242 of this Letter of Offer.
30
6. Our Company is a holding cum operating company and our business operations are also conducted
through our Subsidiaries and the performance of our Subsidiaries, may adversely affect our results
of operations.
We are a holding cum operating company and our business operations are also conducted through
our Subsidiaries. For the 6-month period ended September 30, 2022 our total income on a
standalone basis and consolidated basis was ₹ 2,250.98 Lakhs and ₹ 3,878.31 Lakhs respectively. For
the Financial Year 2022, our total income on standalone and consolidated basis was ₹ 3,715.81 Lakhs
and ₹ 6,152.73 Lakhs respectively. Similarly, for the 6-month period ended September 30, 2022 our
profit after tax on stand-alone basis was ₹ 282.98 Lacs and loss for the period was ₹ (1,086.13) Lakhs
on a consolidated basis. For the Financial Year 2022, our profit after tax on standalone and a loss on
consolidated basis was ₹ 482.67 Lakhs and ₹ (2,487.32) Lakhs respectively. The consolidated financial
condition and results of operations of our Company are thus dependent upon the performance of
our Subsidiaries and their operations.
Our financial condition and results of operations could be adversely affected should our equity stake
in our Subsidiaries be diluted or in the event they cease to be our Subsidiaries. Deterioration in the
performance of our material Subsidiary may result in diminishing value of our investments in such
Subsidiary thereby adversely affecting our financial conditions and results of operations. We
currently conduct a part of our operations through our Subsidiary, QML. We have made and may
continue to make capital commitments to our step-down subsidiaries through QML and if the
business or operations of our step-down Subsidiaries deteriorates, the value of our investments may
decline substantially. The ability of our Subsidiaries to make dividend payments is subject to
applicable laws and regulations in India relating to payment of dividends.
. In addition, loans obtained by these Subsidiaries may contain restrictions on the payment of
dividends, including, among others, financial covenants being met and certain debt service accounts
being adequately funded prior to the declaration or payment of dividends by these Subsidiaries.
Further, in the event of a bankruptcy, liquidation or reorganization of a Subsidiary, our Company’s
claim in the assets of our Subsidiary as a shareholder remains subordinated to the claims of lenders
and other creditors of such Subsidiary.
In addition, because our Subsidiaries are separate and distinct legal entities, they will have no
obligation to pay any dividends and may be restricted from doing so by contract, including other
financing arrangements, charter provisions, other shareholders or the applicable laws and
regulations. We cannot assure you that our material Subsidiary will generate sufficient profits and
cash flows.
7. Our Company has incurred loss in the past and there is no assurance that it may not incur losses in
the future which may adversely affect the ability to carry on its business.
Although our Company has earned a profit of ₹ 282.98 Lacs for the six-month period ended
September, 2022 and ₹ 482.67 Lakhs for the year ended March 31, 2022 on a stand-alone basis, it
has incurred a loss of ₹ (185.96) Lakhs for the year ended March 31, 2021 and ₹ (2,748.95) Lakhs for
the year ended March 31, 2020 on a stand-alone basis and there is no assurance that our Company
may not incur losses in the future which may adversely affect the ability to carry out its business.
31
On account of the losses suffered by our Company, our Company has taken various initiatives to
improve our revenue and optimise costs to improve profitability in the coming years. Our ability to
operate profitably depends upon a number of factors, some of which are beyond our direct control.
These factors include, but are not limited to, competition, customer preferences. If we continue to
incur losses, our business and the financial conditions could be adversely affected. Further, our failure
to generate profits may adversely affect the market price of our Equity Shares, restrict our ability to
pay dividends and impair our ability to raise capital and expand our business.
8. Our Subsidiaries and Associates may have conflicts of interest as they are engaged in similar
business and may compete with us.
Our Subsidiaries viz. QBML, Quintype India and our Associates viz. Spunklane Media and YKA Media
are engaged in the same / similar industry segment as our Company. Although the product portfolio
offered by our Subsidiaries and Associates differs from that offered by our Company, however there
might be conflicts of interest in future. We have not entered into any non-compete agreement with
our Subsidiaries and our Associates and there can be no assurance that our Subsidiaries or Associates
will not compete with our existing business or any future business that we might undertake or that
we will be able to suitably resolve such a conflict without an adverse effect on our business and
financial performance
9. Our Company has experienced negative cash flow in the past and may continue to do so in the
future, which could have a material adverse effect on our business, prospects, financial condition,
cash flows and results of operations.
Our Company has experienced negative net cash flow in operating and financing activities in the
recent past, the details of which are provided below:
(₹ in Lakhs)
Particulars
Consolidated
September March 31, March 31, March 31,
30, 2022* 2022 2021 2020
Net Cash Flow from / (used in) (783.77) (413.20) (3,511.55) (7,207.56)
Operating Activities
Net Cash Flow from / (used in) (1,361.96) (1,556.31) (4,839.61) 5,153.18
Investment Activities
Net Cash Flow from / (used in) 1,658.16 1,747.94 3,791.27 4,795.27
Financing Activities
* Unaudited, Limited Reviewed
Cash flow of a company is a key indicator to show the extent of cash generated from operations to
meet capital expenditure, pay dividends, repay loans and make new investments without raising
finance from external resources. We may incur negative cash flows in the future which may have a
material adverse effect on our business, prospects, results of operations and financial condition.
10. Our Company has not paid dividends in the last five (5) years. There is no guarantee that the
Company will be in a position to pay dividends in the future.
Our Company has not paid any dividend on its Equity Shares during the preceding five (5) financial
years. There can be no assurance that we will, or have the ability to, declare and pay any dividends
on the Equity Shares in the near future if we continue to incur losses. Further, the declaration,
payment and amount of any future dividends are subject to the discretion of the Board and will
32
depend upon a variety of factors, including but not limited to the earnings, general financial
conditions, capital and operating requirements, results of operations, contractual obligations and
overall financial position, applicable Indian legal and regulatory restrictions, the Articles of
Association and other factors considered relevant by the Board of Directors of the Company.
Therefore, the Company cannot assure that it will be in a position to declare dividends of any
particular amount or frequency in the future to its shareholders.
11. We along with Quintillion Media Limited have entered into the AMG Media SPA with AMG Media
to divest the stake in Quintillion Business Media Limited, which has several conditions precedent.
In case any of these conditions are not met, the agreement may not be implemented and this could
have a negative adverse effect on our Company and its operations.
We along with QML have entered into the AMG Media SPA as per which AMG Media will acquire 49%
of the share capital of QBML from QML. The consummation of the transaction is subject to
completion of necessary conditions precedent including, but not limited to the completion of
acquisition of 25.97% shareholding of Bloomberg L.P. by QML. In case the any of the conditions
precedent specified in the AMG Media SPA are not satisfied or waived, the agreement may be
terminated by AMG Media and such termination could have an adverse effect on our Company, our
business operations and our revenues. For further details of this AMG Media SPA, please see the
chapter titled “Our Business – Strategic Partners“ on page 109 of this Letter of Offer.
12. Our Company has entered into a franchise agreement with Global Digital Media Limited a company
incorporated in the British Virgin Islands (Franchisee) to operate the Quint Overseas Platform in all
the countries of the World except India. Any non-compliance of the conditions specified therein or
agreement to renew the agreement will lead to termination / buy-out of the Overseas Platform.
Inability to buy-out the Platform by our Company may have an adverse effect on our business
operations.
Our Company has entered into a franchise agreement with Global Digital Media Limited a company
incorporated in the British Virgin Islands (Franchisee) to operate the Quint Overseas Platform (The
Quint World) in all the countries of the World except in India for a period of 5 years and for a
franchisee fee. The Franchise Agreement is subject to covenants on both the franchisor and
franchisee and non-compliance with the covenants could lead to termination of the contract. The
Franchise Agreement may also be renewed at the expiry of the term of 5 years and in case the
Franchise Agreement is not renewed on terms which are mutually acceptable to both the parties,
one of the parties will buy out the entire business operations of the Overseas Platform via a bidding
process. In case the Franchise Agreement is terminated or we are unable to renew the Franchise
Agreement on mutually acceptable commercial terms or unable to buy-out the platform it could have
an adverse impact on our business, operations and revenues. For further details of this Franchise
Agreement, please see the chapter titled “Our Business – Strategic Partners“on page 109 of this
Letter of Offer.
13. Our Promoter and members of the Promoter Group have significant control over the Company and
have the ability to direct our business and affairs; their interests may conflict with your interests
as a shareholder.
Our Promoter and the members of the Promoter Group currently hold approximately 56.55% of the
paid-up equity share capital of our Company and may continue to have a substantial holding after
the completion of the issue, assuming full subscription to the Rights Entitlement in the Issue. So long
as the Promoters have a majority holding, they will be able to elect the entire Board and control most
33
matters affecting us, including the appointment and removal of the officers of our Company, our
business strategy and policies and financing. Further, the extent of the Promoter’s shareholding in
our Company may result in the delay or prevention of a change of management or control of our
Company, even if such a transaction may be beneficial to the other shareholders of our Company.
14. We have in past entered into related party transactions and we may continue to do so in the future.
There can be no assurance that we could not have achieved more favourable terms if such
transactions had been entered into with third parties.
As of March 31, 2022 and also for our previous Financial Years, we have entered into several related
party transactions. While we believe that all our related party transactions have been conducted on
an arm’s length basis, we cannot assure you that we may not have achieved more favorable terms
had such transactions been entered into with unrelated parties. There can be no assurance that such
transactions, individually or taken together, will not have an adverse effect on our business,
prospects, results of operations and financial condition, including because of potential conflicts of
interest or otherwise. For further details, please refer to the chapter titled ― “Restated Financial
Information- Related Party Transactions” at page 184 of this Letter of Offer.
In terms of the Companies Act and the SEBI Listing Regulations, we are required to adhere to various
compliance requirements such as obtaining prior approvals from our Audit Committee, Board of
Directors and Shareholders for certain related party transactions, there can be no assurance that
such transactions, individually or in the aggregate, will receive the necessary approvals in future. The
Company shall seek necessary applicable approvals under the Companies Act, the SEBI Listing
Regulations etc. prior to undertaking the related party transactions. We will endeavor that that all
our related party transactions will be conducted on an arm’s length basis There can be no assurance
that such transactions, individually or taken together, will not have an adverse effect on our business,
prospects, results of operations and financial condition, including because of potential conflicts of
interest or otherwise.
15. The agreements executed by our Company and our Subsidiary with lenders for financial
arrangements contain restrictive covenants for certain activities and if we or our Subsidiary are
unable to get their approval, it might restrict our scope of activities and impede our growth plans.
We and our Subsidiaries have entered into agreements for our borrowings with certain lenders.
These borrowings include secured fund based and non-fund-based facilities. These agreements
include restrictive covenants which mandate certain restrictions in terms of our business operations
such as change in capital structure, formulation of any scheme of amalgamation or reconstruction,
declaring dividends, further expansion of business, granting loans to directors, repaying unsecured
loans/inter corporate deposits availed from Promoters and third parties, undertake guarantee
obligations on behalf of any other borrower including subsidiaries, which require our Company and
our Subsidiary to obtain prior approval of the lenders for any of the above activities.
Although, our Company has not faced any instances of non-compliance with the restrictive covenants
agreed with the lenders in the preceding three financial years, in the event that we breach any of
these covenants, the outstanding amounts due under such financing agreements could become due
and payable immediately in accordance with the terms of the financing agreements with the lenders.
Defaults under one or more of our Company’s financing agreements may limit our flexibility in
operating our business, which could have an adverse effect on our cash flows, business, results of
operations and financial condition. Such restrictive covenants may restrict our flexibility in managing
our business and could, in turn, adversely affect our business and prospects. Compliance with the
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various terms of such financing arrangements, however, is subject to interpretation and there can be
no assurance that we have requested or received all relevant consents from our lenders as
contemplated under our financing arrangements. It may be possible for a lender to assert that we
have not complied with all applicable terms under our existing financing documents. Any failure to
comply with the requirement to obtain a consent, or other condition or covenant under our financing
agreements that is not waived by our lenders or is not otherwise cured by us, may lead to a
termination of our credit facilities, could render all amounts outstanding due and payable resulting
in the acceleration of amounts due under such facilities, and may materially and adversely affect our
ability to conduct our business and operations or implement our business plans. Further we cannot
assure that we will have adequate funds at all times to repay these credit facilities and may also be
subject to demands for the payment of penal interest.
For details of these restrictive covenants, please refer to chapter titled ― “Financial Indebtedness”
16. We face significant competition from other digital media players, traditional media players who
have their presence in print and broadcasting and may venture or have ventured into digital media
as well. Any failure to compete effectively with the competitors may have a material adverse effect
on the business and results of operations of the Company.
We face significant competition from the pure-play digital news media players, multiple news
agencies, and a host of news aggregator sites that curate news and current affairs content The wider
social transformation seen in 2020 due to the COVID pandemic has also accelerated the shift towards
digitization and digital media This has led to the news media segment transitioning to digital media
and has also seen the traditional news media players, both TV and Print, trying to establish a digital
presence through websites, apps, e-papers, video channels, social media channels, syndication/
partnerships and more. Since the digital news media sector has low entry barriers., it may attract
more competitors to enter with greenfield investments or brownfield invests through large
investments and lead to an increase in competition. With the increase in the number of players,
including traditional news media and pure-play digital entities, the readership and engagement can
be heavily influenced by the spending on content and digital marketing. Hence there is a possibility
that with the increase in the number of players in this space, the viewership and the advertising spend
could get fragmented and this in turn could have an adverse impact on our revenues in the future.
17. The reporters, editorial staff and news presenters of the Company have developed significant
reputation and viewer following. The Company’s inability to retain them may affect the viewership
of its digital platforms.
The digital news platforms are led by our reporters, editorial staff or news presenters who over a
period of time have developed a rapport and following with the viewers and they become
synonymous with the digital media platform. Any inability to retain such reporters, editorial staff and
news presenters may affect the viewership and consequently reduction in the popularity of our
digital platforms. If we are not able to address these risks, our business, prospects, financial condition
and results of operations could be adversely affected.
35
18. The success of the Company will depend on its ability to attract and retain its key managerial
personnel and the loss of team members may adversely affect and disrupt the business operations
of the Company.
The future success depends on the continued service and performance of the members of the senior
management team and other key personnel of the Company. There is intense competition for
experienced senior management and other key personnel with technical and industry expertise and
if we lose the services of any of these or other key individuals and are unable to find suitable
replacements in a timely manner, the ability to realize the objectives of the Company could be
impacted. The Company’s performance also depends on its ability to attract skilled personnel. If we
are unable to do so, it may adversely affect the business and results of operations of the Company.
19. The business involves risks of liability for news content, inaccurate reporting and related risks,
which could result in significant costs.
The Company relies on reporters, editorial staff, news presenters and freelance journalists/ stringers
as well as news wires and agencies for news and other content for the digital news platforms. While
we have established systems and protocols to ensure that the content is diligently gathered and news
reporting is duly vetted by editors before it is posted or published, any failure by them to follow these
systems and protocols may lead to, posting or publishing of defamatory content or result in
inaccurate reporting thereby exposing us and our employees to litigation for libel or defamation
charges.
Our digital platforms are further open to censure and other penalties by the MIB for posting and
publishing objectionable content. Our Company has not faced any instances where the Ministry has
taken action or imposed penalties for non-compliance which may have had material impact on
financials and operations of the Company, however, we cannot assure you that we will not be
subjected to any adverse regulatory action in the future. Further, these regulatory actions, if
undertaken, may require us to incur increased costs and such adverse orders in such a litigation or
censure or penalties imposed if any may affect our reputation and damage the credibility of our
content in the perspective of the viewers.
20. Information Technology Rules have effected significant changes to the digital news platforms, OTT
Platforms and content providers, which may subject us to higher compliance requirements and
increase our compliance costs.
The Indian Government has notified the Information Technology Rules on February 25, 2021, that
will cover media intermediaries including digital news platforms, OTT platforms, and content
providers. The major parts of the rules cover due diligence and grievance redressal mechanism to be
deployed by intermediaries, which includes digital news media, and the code of ethics and procedure
for digital news media (and others). The digital news media was not regulated in the rules notified
previously in 2011. This is likely to increase the compliance costs and risks of regulatory interference
and overreach for the digital news media segment.
36
21. Our operations are subject to risks relating to fraud, bribery, theft and corruption.
While we maintain and regularly update IT and control systems, anti-corruption training program,
codes of conduct, applicable KYC procedures and other safeguards, it may not be possible for us to
detect or prevent every instance of fraud, bribery, theft and corruption in every jurisdiction in which
our employees, agents, subcontractors or commercial partners are located. If adverse investigations
or findings are made against us or our directors, officers, employees, commercial partners or third-
party contractors are found to be involved in bribery or corruption or other illegal activity, this could
result in criminal or civil penalties, including substantial monetary fines, against us which could
damage our reputation and business.
22. Disruptions and other impairment of the information technologies and systems could adversely
affect the business and results of operations of the Company.
Given that our Company is a digital news media organization, its content production and
dissemination processes are heavily dependent upon the use of IT systems. Any large scale and
prolonged disruption in such systems can adversely affect its business. This includes risk from
hackers, server overload due to overcapacity traffic or DDOS attacks, and other systemic
vulnerabilities Any disruption or other impairment in the information technology capabilities could
harm our business. In addition, our information technologies and systems are vulnerable to damage
or interruption from various causes, including power losses, computer systems failures and
telecommunications or data network failures, computer viruses, hacking and similar events. We
maintain disaster recovery capabilities for critical functions in the business. However, we cannot
assure you that these capabilities will successfully prevent a disruption to or an adverse effect on the
business or operations in the event of a disaster or other business interruption. Any extended
interruption in our technologies or systems could significantly curtail the ability of the Company to
conduct the business and adversely affect the business and results of operations of the Company.
23. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised
by a public financial institution or a scheduled commercial bank and our management will have
broad discretion over utilization of the Net Proceeds.
Our Company proposes to utilize the Net Proceeds for investment in our existing subsidiaries /
associates, payment of remaining purchase consideration to our promoters and members of our
promoter group for the acquisitions made earlier, pre-payment / repayment of loans and for General
Corporate Purposes. Our proposed deployment of Net Proceeds has not been appraised by a public
financial institution or a scheduled commercial bank and is based on management estimates. Our
management will have broad discretion to use the Net Proceeds. Various risks and uncertainties,
including those set forth in this section, may limit or delay our efforts to use the Net Proceeds to
achieve profitable growth in our business. We cannot assure you that use of the Net Proceeds to fund
our growth and for other purposes identified by our management would result in actual growth of
our business, increased profitability or an increase in the value of our business. For details, see
“Objects of the Issue” on page 65 of this Letter of Offer.
37
24. Our Company is subject to foreign exchange control regulations which can pose a risk of currency
fluctuations.
Our Company is involved in various business transactions with international clients and has to
undertake the business transactions in accordance with the rules and regulations prescribed under
FEMA. Due to non-receipt of payments from our international clients in a timely manner, our
Company may fail to adhere to the prescribed timelines and may be required to pay penalty to the
appropriate authority or department to regularize the payment. Further, our international
operations make us susceptible to the risk of currency fluctuations, which may directly affect our
operating results. In case we are unable to adhere to the timelines prescribed under the applicable
laws or are unable to mitigate the risk of currency fluctuation, it could adversely affect our business,
results of operations, financial condition and cash flows.
25. The Company has not entered into any formal arrangement for occupancy of its registered office.
Further, the Company does not own its corporate office. Any failure on the part of the Company to
renew the lease agreement or any disruption of our rights as licensee/ lessee or termination of the
agreements with our licensors/lessors would adversely impact our business.
The premises on which the Registered Office of the Company is situated is owned / possessed by one
of our Promoters. We currently do not have any formal arrangement for the occupancy of the
Registered Office, although we have received a No Objection Certificate from him to use the premises
as our Registered Office. Further, the Company does not own the Corporate Office located at Noida.
In the event, the Company is unable to renew the lease agreement for the Corporate Office on
favourable terms or renew it at all, it may not be able to continue to use these premises as the
corporate office, which may lead to disruption in the business and administrative operations of the
Company having an adverse effect on the business, financial condition and results of operations of
the Company.
26. We have not commissioned an industry report for the disclosures made in the chapter titled
“Industry Overview” and made disclosures on the basis of the data available on the internet and
such data has not been independently verified by us.
We have neither commissioned an industry report, nor sought consent from the quoted website
source for the disclosures which need to be made in the chapter titled “Industry Overview” of this
Letter of Offer. We have made disclosures in the said chapter on the basis of the relevant industry
related data available online for which consents have not been obtained. We have not independently
verified such data. We cannot assure you that any assumptions made are correct or will not change
and, accordingly, our position in the market may differ from that presented in this Letter of Offer.
Further, the industry data mentioned in this Letter of Offer or sources from which the data has been
collected are not recommendations to invest in our Company. Accordingly, investors should read the
industry related disclosure in this Letter of Offer in this context.
27. We may be unable to effectively manage our growth and derive the anticipated synergies or
efficiencies from mergers and acquisition arrangements.
Our growth, including by way of acquisition of 100% stake in QML with its subsidiaries and 47.92%
stake in Spunklane Media and other future acquisitions is expected to place significant demands on
our management and operational resources. In order to manage growth effectively, we must
implement and improve operational systems, procedures and internal controls on a timely basis. If
we fail to do so, or if there are any weaknesses in our internal controls and monitoring systems that
38
would result in inconsistent internal standard operating procedures, we may not be able to service
our clients’ needs, hire, train and retain employees, pursue new business opportunities or operate
existing and future business effectively. which could result in our profit margins to not meet
expectations. Our inability to execute our growth strategy or to manage planned business expansion
effectively could have a material adverse effect on our business, prospects, financial condition, cash
flows and results of operations.
Our management may also change its view on the desirability of current strategies, and any resultant
change in our strategies could put significant strain on our resources. Further, we may be unable to
achieve any synergies or successfully integrate any acquired business into our portfolio. Any business
that we acquire may subject us to additional liabilities, including unknown or contingent liabilities,
liabilities for failure to comply with laws and regulations, and we may become liable for the past
activities of such businesses.
28. We may not be able to adequately protect our intellectual property, which could harm the value
of our brand and services.
Our business is dependent upon successfully protecting our intellectual property, including but not
limited to our trademarks and copyrights. As part of our efforts towards ensuring their protection,
we have successfully applied for and registered several trademarks including the word mark Quint
and variations and formatives including our various logos and word marks such as . As on
the date of this Letter of Offer, we have over 40 registered trademarks including word marks, logos,
device marks and slogans in various classes in India, in addition to several trademark applications
pending registrations. We do not have any control over the registration of a trademark and a pending
mark may not be granted registration for various reasons including being descriptive, non-distinctive,
identical or similar to other mark. Furthermore, a trademark may also be opposed by third parties
that claim to have prior or superior rights, as had happened recently where we had to withdraw our
application for registration of our Trademarks “Janta Master Chef” and “What do you Meme” after
receipt of certain objections from third parties. Such actions are not within our control and can
severely impact business and may result in requirement to undertake rebranding exercises, all of
which result in additional costs for us and could also impact our reputation. A party could also
proceed against a registered trademark and request for its cancellation on various grounds which
include bad faith use and non-use for a continuous period of five years and three months from the
date of entry into the register of trademarks.
Generating and maintaining recognition for our brand is critical to our business. The success of our
business depends on our ability to use our trademarks in order to compete effectively in existing
markets and increase penetration and awareness for our brand and further promote our business in
newer markets. If we are unable to maintain or enhance viewer and subscriber awareness of our
brand and generate demand in a cost-effective manner, it would adversely affect our ability to
compete in the industry and would have an adverse effect on our business and results of operations.
We routinely monitor third party trademarks, including domain names, by watching trademarks
journals for advertised marks and keep a check on the use of our trademarks on the internet
(including on application stores). However, it is possible that we are not aware of misuse of our
trademarks as a domain or application name due to the sheer volume of domain names and
applications. This could potentially cause loss of our reputation, which could impact our business and
may even affect our goodwill.
39
While we have endeavored to register most of the trademarks that we use or have used in the past,
even if these trademarks are not registered, those that have garnered a reputation over the years
and are associated with us are protected under common law allowing us to prevent a third party
from using a deceptively similar or identical mark and from any unauthorized use of the mark. This,
however, is subject to us taking action against such a third-party trademark and proving that the
rights in our mark are superior. The use of a deceptively similar or identical third-party mark may
result in a loss/injury to us. Such an action may also become a lengthy and costly exercise for us and
may not always be in our favor. While for registered trademarks, we have greater protection because
of the statutory protection afforded against similar marks being used /registered for similar goods
and services, we may not be able to adequately protect unregistered marks that are not as well
recognized.
These events could have a material adverse effect on our business, prospects, financial condition,
cash flows and results of operations.
29. Wage pressures and increases in operating costs in India may prevent us from sustaining our
competitive advantage and may reduce our profit margins.
Wage costs as well, as operating costs, in India have historically been significantly lower than wage
costs and operating costs in the other developed economies; and these reduced costs have been one
of the sources of our competitive strengths. However, wage and operating expense increases in India
may prevent us from sustaining this competitive advantage and may negatively affect our profit
margins. Wages in India are increasing at a faster rate than in the developed economies, which could
result in increased employee benefit expenses. We may need to continue to increase the levels of
our employee compensation to remain competitive and manage attrition. Further, The Code on
Wages, 2019 received the assent of the President of India on August 8, 2019 and proposes to
subsume four existing laws namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948,
the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. The provisions of this code
will be brought into force on a date to be notified by the Central Government. This may impact our
wage structure and may lead to increased wage payments to employees. Additionally, the cost of
operating expenses is also increasing as India continues to grow. Compensation increases manifest a
hike in operational costs which may result in a material adverse effect on our business and financial
condition and result of operations.
30. Our networks may be vulnerable to security breaches, piracy and hacking. Our networks may be
vulnerable to computer viruses, piracy, hacking or similar disruptive problems.
Computer viruses or problems caused by third parties could lead to disruptions in our services to our
customers. Fixing such problems caused by computer viruses or security breaches may require
interruptions, delays or temporary suspension of our services, which could result in lost revenue and
dissatisfied customers. Breaches of our networks, including through piracy or hacking may result in
unauthorised access to our content. Although, our Company has not faced any instances of breach
in its data security in the preceding three financial years which have had material impact on the
financials and business operations of our Company, such breaches of our network may have a
material adverse effect on our earnings and financial condition and may also require us to incur
further expenditure to put in place more advanced security systems to prevent any unauthorised
access to our networks.
40
31. The outbreak of COVID-19, or outbreak of any other severe communicable disease could have a
potential impact on our business, financial condition and results of operations.
The outbreak, or threatened outbreak, of any severe communicable disease (particularly COVID-19)
could materially adversely affect overall business sentiment and environment, particularly if such
outbreak is inadequately controlled.The spread of any severe communicable disease could adversely
affect our business, financial condition and results of operations. The outbreak of COVID-19 has
resulted in authorities implementing several containment measures such as travel bans and
restrictions, quarantines and shutdowns. These measures may have an impact on the workforce and
our operations and the operations of our customers. A rapid increase in severe cases and deaths
where measures taken by governments fail or are lifted prematurely, may further cause significant
economic disruption across India. The scope, duration and frequency of such measures and the
adverse effects of COVID-19 remain uncertain and could be severe.Our ability to meet our ongoing
disclosure obligations might be adversely affected, despite our best efforts. If any of our employees
were suspected of contracting COVID-19 or any other epidemic disease, this could require us to
quarantine some or all of these employees or disinfect the facilities used for our operations. In
addition, our revenue and profitability could be impacted to the extent that a natural disaster, health
epidemic or other outbreak harms the Indian economy in general.
The COVID – 19 outbreak has significantly increased economic uncertainty. It is likely that the current
outbreak or continued spread of COVID-19 will cause an economic slowdown. The spread of COVID-
19 has caused us to modify our business practices (including employee travel, employee work
locations, and cancellation of physical participation in meetings,events and conferences), and we may
take further actions as may be required by government authorities or that we determine are in the
best interests of our employees and customers. There is no certainty that such measures will be
sufficient to mitigate the risks posed by the outbreak. The extent to which COVID-19 further impacts
our results willdepend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of the coronavirus and the
actions taken to contain the coronavirus or treat its impact, among others. The degree to which
COVID-19 may impactour results will depend on future developments, which are highly uncertain and
cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its
severity, the actions taken to contain the outbreak or the ability to treat its impact, and how quickly
and to what extent normal economic and operating conditions can resume. The above risks can
threaten the safe operation of our facilities and cause disruption of operational activities, loss of life,
injuries and impact the wellbeing of our people.
32. As the Equity Shares of our Company are listed on the BSE, our Company is subject to certain
obligations and reporting requirements under the SEBI Listing Regulations. Any non-
compliances/delay in complying with such obligations and reporting requirements may render us
liable to prosecution and/or penalties.
The Equity Shares of our Company are listed on the BSE. We are therefore subject to the obligations
and reporting requirements prescribed under the SEBI Listing Regulations. Our Company endeavours
to comply with all such obligations/reporting requirements, however, there may be non-
disclosures/delayed/erroneous disclosures and/or any other violations which might have been
committed by us, and the same may result into the BSE and/or SEBI imposing penalties, issuing
warnings and show cause notices against us and/or taking actions as provided under the SEBI Act and
Rules and Regulations made there under and applicable SEBI Circulars. Any such adverse regulatory
action or development could affect our business reputation, divert management attention, and result
41
in a material adverse effect on our business prospects and financial performance and on the trading
price of the Equity Shares.
33. Grants of stock options under our employee stock option plans may result in a charge to our
statement of profit and loss account and, to that extent, adversely affect our business, financial
condition, results of operations and prospects.
We have earlier issued and propose to issue stock options under the QDML ESOP Plan 2020. Under
Ind AS, the grant of employee stock options results in a charge to our Company’s statement of profit
and loss account. For further information on the employee stock option schemes of our Company,
see “Capital Structure – Details of options and convertible securities outstanding as on the date of
filing of this Letter of Offer” on page 64 of this Letter of Offer. Further, we may continue to introduce
such employee stock option schemes in the future, where we issue options to our employees at
substantial discount to the market price of the Equity Shares, which may have a material adverse
impact on our results of operations. The holders of our Equity Shares may experience dilution of their
shareholding to the extent that we issue any Equity Shares pursuant to any options issued under our
employee stock option schemes.
34. An amount of ₹ 101,48,150 was outstanding as on September 30, 2022, ₹. 80,47,269.00 was
outstanding as at the end of March 31, 2022 and ₹. 82,80,968.00 was outstanding as at the end of
March 31, 2021 to MSME companies.
An amount of ₹. 80,47,269.00 was outstanding to MSME Companies as on March 31, 2022 and the
amount outstanding was ₹ 101,48,150 as on September 30, 2022.
35. An amount of ₹ 3,25,90,354.00 was outstanding from our Debtors for more than 6 months as at
March 31, 2022.
Although we are confident of recovering all the trade receivables, an amount of ₹. 3,25,90,354.00
was outstanding for more than 6 months as at March 31, 2022. In case we do not recover the whole
or part of the said receivables, it could have an adverse impact on our financial performance.
ISSUE SPECIFIC RISKS
36. Our Company will not distribute the Letter of Offer and Application Form to certain overseas
Shareholders who have not provided an address in India for service of documents.
Our Company will dispatch this Letter of Offer, the Abridged Letter of Offer, Rights Entitlement Letter
and Application Form (the “Offering Materials”) to such Shareholders who have provided an address
in India for the service of documents. The Offering Materials will not be distributed to addresses
outside India on account of restrictions that apply to the circulation of such materials in various
overseas jurisdictions. However, the Companies Act requires companies to serve documents at any
address, which may be provided by the members as well as through e- mail. Presently, there is a lack
of clarity under the Companies Act and the rules thereunder, with respect to the distribution of
Offering Materials to retail individual shareholders in overseas jurisdictions where such distribution
may be prohibited under applicable laws of such jurisdictions.
42
37. SEBI has recently, by way of circulars dated January 22, 2020, May 6, 2020, January 19, 2021 and
October 01, 2021, streamlined the process of rights issues. You should follow the instructions
carefully, as stated in such SEBI circulars and in this Letter of Offer.
The concept of crediting Rights Entitlements into the demat accounts of the Eligible Equity
Shareholders has recently been introduced by the SEBI. Accordingly, the process for such Rights
Entitlements has been recently devised by capital market intermediaries. Eligible Equity Shareholders
are encouraged to exercise caution, carefully follow the requirements as stated in the SEBI circulars
dated January 22, 2020, May 6, 2020, January 19, 2021, April 22, 2021 and October 01, 2021 and
ensure completion of all necessary steps in relation to providing/updating their demat account
details in a timely manner. For details, see “Terms of the Issue” on page 264 of this Letter of Offer.
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue
Circular, the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in
dematerialized form only. Prior to the Issue Opening Date, our Company shall credit the Rights
Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares
in dematerialised form; and (ii) a demat suspense escrow account opened by our Company, for the
Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a) Equity Shares
held in a demat suspense account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b)
Equity Shares held in the account of IEPF authority; or (c) the demat accounts of the Eligible Equity
Shareholder which are frozen or details of which are unavailable with our Company or with the
Registrar on the Record Date; or (d) credit of the Rights Entitlements returned/reversed/failed; or (e)
the ownership of the Equity Shares currently under dispute, including any court proceedings.
38. Failure to exercise or sell the Rights Entitlements will cause the Rights Entitlements to lapse without
compensation and result in a dilution of shareholding.
The Rights Entitlements that are not exercised prior to the end of the Issue Closing Date will expire
and become null and void, and Eligible Equity Shareholders will not receive any consideration for
them. The proportionate ownership and voting interest in our Company of Eligible Equity
Shareholders who fail (or are not able) to exercise their Rights Entitlements will be diluted. Even if
you elect to sell your unexercised Rights Entitlements, the consideration you receive for them may
not be sufficient to fully compensate you for the dilution of your percentage ownership of the equity
share capital of our Company that may be caused as a result of the Issue. Renouncee(s) may not be
able to apply in case of failure in completion of renunciation through off-market transfer in such a
manner that the Rights Entitlements are credited to the demat account of the Renouncee(s) prior to
the Issue Closing Date. Further, in case, the Rights Entitlements do not get credited in time, in case
of On Market Renunciation, such Renouncee will not be able to apply in this Issue with respect to
such Rights Entitlements.
39. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by
our Company may dilute your shareholding and any sale of Equity Shares by our Promoter or
members of our Promoter Group may adversely affect the trading price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity
Shares by our Company may dilute your shareholding in our Company; adversely affect the trading
price of the Equity Shares and our ability to raise capital through an issue of our securities. In addition,
any perception by investors that such issuances or sales might occur could also affect the trading
price of the Equity Shares. We cannot assure you that we will not issue additional Equity Shares. The
disposal of Equity Shares by any of our Promoter and Promoter Group, or the perception that such
43
sales may occur may significantly affect the trading price of the Equity Shares. We cannot assure you
that our Promoter and Promoter Group will not dispose of, pledge or encumber their Equity Shares
in the future.
40. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of
equity shares in an Indian company are generally taxable in India. However, any gain realized on the
sale of listed equity shares on or before March 31, 2018 on a stock exchange held for more than 12
months was not subject to long term capital gains tax in India if STT was paid on the sale transaction
and, additionally, as stipulated by the Finance Act, 2017, STT had been paid at the time of acquisition
of such equity shares on or after October 1, 2004, except in the case of such acquisitions of equity
shares which are not subject to STT, as notified by the Central Government under notification no.
43/2017/F. No. 370142/09/2017-TPL on June 5, 2017. However, the Finance Act, 2018, has now
levied taxes on long-term capital gains arising from sale of equity shares. However, where specified
conditions are met, such long-term capital gains are only taxed to the extent they exceed Rs.
100,000.00 and unrealized capital gains earned up to January 31, 2018, continue to be exempt.
Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to
payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on
and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain
realized on the sale of listed equity shares held for a period of 12 months or less will be subject to
short-term capital gains tax in India. Capital gains arising from the sale of the equity shares will be
exempt from taxation in India in cases where the exemption from taxation in India is provided under
a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties
do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may
be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the equity
Shares.
41. You may not receive the Equity Shares that you subscribe in the Issue until fifteen days after the
date on which this Issue closes, which will subject you to market risk.
The Equity Shares that you subscribe in the Issue may not be credited to your demat account with
the depository participants until approximately 15 days from the Issue Closing Date. You can start
trading such Equity Shares only after receipt of the listing and trading approval in respect thereof.
There can be no assurance that the Equity Shares allocated to you will be credited to your demat
account, or that trading in the Equity Shares will commence within the specified time period,
subjecting you to market risk for such period.
42. There is no guarantee that our Equity Shares will be listed in a timely manner or at all which may
adversely affect the trading price of our Equity Shares.
In accordance with Indian law and practice, final approval for listing and trading of the Equity Shares
will not be granted by the Stock Exchange until after those Equity Shares have been issued and
allotted. Approval will require all relevant documents authorizing the issuing of Equity Shares to be
submitted. There could be a failure or delay in listing the Equity Shares on Stock Exchanges. Any
failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares.
Further, historical trading prices, therefore, may not be indicative of the prices at which the Equity
Shares will trade in the future which may adversely impact the ability of our shareholders to sell the
Equity Shares or the price at which shareholders may be able to sell their Equity Shares at that point
of time.
44
43. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under
Indian law and could thereby suffer future dilution of their ownership position.
Under the Companies Act, 2013, any company incorporated in India must offer its holders of equity
shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain
their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-
emptive rights have been waived by the adoption of a special resolution by holders of three-fourths
of the shares voted on such resolution, unless our Company has obtained government approval to
issue without such rights. However, if the law of the jurisdiction that you are in does not permit the
exercise of such pre-emptive rights without us filing an offering document or registration statement
with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive
rights unless we make such a filing. We may elect not to file a registration statement in relation to
pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to
exercise pre-emptive rights granted in respect of the Equity Shares, your proportional interests in us
would be reduced.
44. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely
affect the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchange. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange
rates during the time that it takes to undertake such conversion may reduce the net dividend to
foreign investors. In addition, any adverse movement in currency exchange rates during a delay in
repatriating outside India the proceeds from a sale of Equity Shares, for example, because of a delay
in regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds
received by equity shareholders. For example, the exchange rate between the Rupee and the U.S.
dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the
future, which may adversely affect the trading price of our Equity Shares and returns on our Equity
Shares, independent of our operating results.
45. Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect the
trading price of the Equity Shares.
Any instance of disinvestments of equity shares by our Promoter or by other significant

shareholder(s) may significantly affect the trading price of our Equity Shares. Further, our market
price may also be adversely affected even if there is a perception or belief that such sales of Equity
Shares might occur.
46. Rights of shareholders under Indian laws may be more limited than under the laws of other
jurisdictions.
Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive
as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more
difficulty in asserting their rights as shareholder in an Indian company than as shareholder of a
corporation in another jurisdiction.
45
EXTERNAL RISK FACTORS
47. Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as
US GAAP and IFRS, which investors may be more familiar with and consider material to their
assessment of our financial condition.
Our audited summary statements of assets and liabilities as at March 31, 2022 and audited summary
statements of profit and loss (including other comprehensive income), cash flows and changes in
equity for the Financial Year 2022 have been prepared in accordance with the Ind AS, read with the
Ind AS Rules and restated in accordance with the SEBI ICDR Regulations, the SEBI Circular and the
Prospectus Guidance Note.
We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting
principles on the financial data included in this Letter of Offer, nor do we provide a reconciliation of
our financial statements to those of US GAAP, IFRS or any other accounting principles. US GAAP and
IFRS differ in significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which the
Audited Financial Information included in this Letter of Offer will provide meaningful information is
entirely dependent on the reader’s level of familiarity with Ind AS, Indian GAAP and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Letter of Offer should accordingly be limited.
48. Changing laws and regulations and legal uncertainties including their adverse application, may
adversely affect our business.
Our operations, profitability and cash flows could be adversely affected by any unfavourable changes
in central and state-level statutory and/or regulatory requirements in connection with direct and
indirect taxes and duties, including income tax, goods and service tax and/or by any unfavourable
interpretation taken by the relevant taxation authorities and/or courts and tribunals. The GST has
increased administrative compliance for Indian companies, which is a consequence of increased
registration and form filing requirements.
The GAAR has been introduced to catch arrangements declared as “impermissible avoidance
arrangements”, which is defined in the Income Tax Act as any arrangement, the main purpose of
which is to obtain a tax benefit and which satisfies at least one of the following tests: (i) creates rights,
or obligations, which are not ordinarily created between persons dealing at arm’s length; (ii) results,
directly or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act ; (iii) lacks
commercial substance or is deemed to lack commercial substance, in whole or in part; or (iv) is
entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona
fide purposes. Once it is established that the main purpose of any part or step of the arrangement is
to obtain tax benefit, the onus will be on the taxpayer to establish that obtaining a tax benefit was
not the main purpose of the entire arrangement. If GAAR provisions are invoked, then the Indian tax
authorities have wide powers, including the ability to deny a tax benefit or deny a benefit under a tax
treaty.
Further, the Government has amended the Income Tax Act, to provide a lower corporate tax rate of
25% for domestic companies whose annual turnover or gross receipts did not exceed Rs.4 billion in
the Financial Year 2018 to Financial Year 2019. Additionally, the Income Tax Act has also been
amended to reduce the minimum alternate tax to 15%.
46
The Income Tax Act also provides an option to the domestic companies to pay a reduced statutory
corporate income tax of 22.00% (exclusive of applicable health and education cess and surcharge),
provided such companies do not claim certain specified deduction or exemptions. In case a company
has opted to pay the reduced corporate tax rate of 22.00% (exclusive of applicable health and
education cess and surcharge), in such circumstances, the minimum alternate tax provisions would
not be applicable.
49. Political, economic or other factors that are beyond our control may have adversely affect our
business and results of operations.
The Indian economy is influenced by economic developments in other countries. These factors could
depress economic activity which could have an adverse effect on our business, financial condition
and results of operations. Any financial disruption could have an adverse effect on our business and
future financial performance.
We are dependent on domestic, regional and global economic and market conditions. Our
performance, growth and market price of our Equity Shares are and will be dependent to a large
extent on the health of the economy in which we operate. There have been periods of slowdown in
the economic growth of India. Demand for our services may be adversely affected by an economic
downturn in domestic, regional and global economies.
Economic growth is affected by various factors including domestic consumption and savings, balance
of trade movements, namely export demand and movements in key imports, global economic
uncertainty and liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects
agricultural production.
Consequently, any future slowdown in the Indian economy could harm our business, results of
operations and financial condition. Also, a change in the government or a change in the economic
and deregulation policies could adversely affect economic conditions prevalent in the areas in which
we operate in general and our business in particular and high rates of inflation in India could increase
our costs without proportionately increasing our revenues, and as such decrease our operating
margins.
50. A slowdown in economic growth in India could cause our business to suffer.
We are incorporated in India, and all of our assets and employees are located in India. As a result, we
are highly dependent on prevailing economic conditions in India and our results of operations are
significantly affected by factors influencing the Indian economy. A slowdown in the Indian economy
could adversely affect our business, including our ability to grow our assets, the quality of our assets,
and our ability to implement our strategy.
Factors that may adversely affect the Indian economy, and hence our results of operations, may
include:
• any increase in Indian interest rates or inflation;

• any scarcity of credit or other financing in India;
• prevailing income conditions among Indian consumers and Indian corporations;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighboring countries;
47
• prevailing regional or global economic conditions; and
• other significant regulatory or economic developments in or affecting India
Any slowdown in the Indian economy or in the growth of the sectors we participate in or future
volatility in global commodity prices could adversely affect our borrowers and contractual
counterparties. This in turn could adversely affect our business and financial performance and the
price of our Equity Shares.
51. Financial instability in both Indian and international financial markets could adversely affect our
results of operations and financial condition.
The Indian financial market and the Indian economy are influenced by economic and market
conditions in other countries, particularly in emerging market in Asian countries. Financial turmoil in
Asia, Europe, the United States and elsewhere in the world in recent years has affected the Indian
economy. Although economic conditions are different in each country, investors’ reactions to
developments in one country can have an adverse effect on the securities of companies in other
countries. A loss in investor confidence in the financial systems of other emerging markets may cause
increased volatility in in the Indian economy in general. Any global financial instability, including
further deterioration of credit conditions in the U.S. market, could also have a negative impact on
the Indian economy. Financial disruptions may occur again and could harm our results of operations
and financial condition.
The Indian economy is also influenced by economic and market conditions in other countries. This
includes, but is not limited to, the conditions in the United States, Europe and certain economies in
Asia. Financial turmoil in Asia and elsewhere in the world in recent years has affected the Indian
economy. Any worldwide financial instability may cause increased volatility in the Indian financial
markets and, directly or indirectly, adversely affect the Indian economy and financial sector and its
business.
Although economic conditions vary across markets, loss of investor confidence in one emerging
economy may cause increased volatility across other economies, including India. Financial instability
in other parts of the world could have a global influence and thereby impact the Indian economy.
Financial disruptions in the future could adversely affect our business, prospects, financial condition
and results of operations. The global credit and equity markets have experienced substantial
dislocations, liquidity disruptions and market corrections.
There are concerns that a tightening of monetary policy in emerging markets and some developed
markets will lead to a moderation in global growth. In response to such developments, legislators
and financial regulators in the United States and other jurisdictions, including India, have
implemented a number of policy measures designed to add stability to the financial markets.
However, the overall long-term impact of these and other legislative and regulatory efforts on the
global financial markets is uncertain, and they may not have had the intended stabilizing effects. Any
significant financial disruption in the future could have an adverse effect on our cost of funding, loan
portfolio, business, future financial performance and the trading price of the Equity Shares.
48
52. Inflation in India could have an adverse effect on our profitability and if significant, on our financial
condition.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the
future. India has experienced high inflation in the recent past. Increased inflation can contribute to
an increase in interest rates and increased costs to our business, including increased costs of salaries,
and other expenses relevant to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control
our costs. Any increase in inflation in India can increase our expenses, which we may not be able to
pass on to our customers, whether entirely or in part, and the same may adversely affect our business
and financial condition. In particular, we might not be able to reduce our costs or increase our rates
to pass the increase in costs on to our customers. In such case, our business, results of operations,
cash flows and financial condition may be adversely affected.
Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is
unclear whether these measures will remain in effect. There can be no assurance that Indian inflation
levels will not worsen in the future.
53. Foreign investors are subject to foreign investment restrictions under Indian law that limits our
ability to attract foreign investors, which may adversely impact the market price of the Equity
Shares.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign
currencies, including those specified under FEMA. Such regulatory restrictions limit our financing
sources for our projects under development and hence could constrain our ability to obtain financing
on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that
the required approvals will be granted to us without onerous conditions, or at all. Limitations on
foreign debt may adversely affect our business growth, results of operations and financial condition.
Our Company being in the digital media industry (falling under the category of Uploading/Streaming
of News & Current Affairs through Digital Media) is subject to FDI cap of 26.00% of the paid-up capital
of our Company. Any FDI by a foreign entity would require the prior approval of the Government of
India.
Further, under the foreign exchange regulations currently in force in India, transfers of shares
between non-residents and residents are freely permitted (subject to certain exceptions) if they
comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of
shares, which are sought to be transferred, is not in compliance with such pricing guidelines or
reporting requirements or fall under any of the exceptions referred to above, then the prior approval
of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from
a sale of shares in India into foreign currency and repatriate that foreign currency from India will
require a no objection/ tax clearance certificate from the income tax authority. There can be no
assurance that any approval required from the RBI or any other government agency can be obtained
on any particular terms or at all.
49
54. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise
financing.
Any adverse revisions to India’s credit ratings international debt by international rating agencies may
adversely affect our ability to raise additional overseas financing and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect
on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our
business and financial performance and the price of our Equity Shares.
55. The occurrence of natural or man-made disasters could adversely affect our results of operations,
cash flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of
violence could adversely affect the financial markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis,
tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism
and military actions including wars amongst nations like the current Russia Ukraine conflict could
adversely affect our results of operations, cash flows or financial condition. In addition, any
deterioration in international relations, especially between India and its neighboring countries, may
result in investor concern regarding regional stability which could adversely affect the price of the
Equity Shares. In addition, India has witnessed local civil disturbances in recent years and it is possible
that future civil unrest as well as other adverse social, economic or political events in India could have
an adverse effect on our business.
Such incidents could also create a greater perception that investment in Indian companies involves a
higher degree of risk and could have an adverse effect on our business and the market price of the
Equity Shares.
50
SECTION III – INTRODUCTION
THE ISSUE
This Issue has been authorised through a resolution passed by our Board at its meeting held on February
07, 2022, pursuant to Section 62(1)(a) of the Companies Act, 2013. The following is a summary of this
Issue and should be read in conjunction with and is qualified entirely by the information detailed in the
chapter titled “Terms of the Issue” on page 264 of this Letter of Offer.
Particulars Details of Equity Shares

Equity Shares proposed to be issued Up to 2,50,00,000 Equity Shares
Rights Entitlement 42 (Forty-Two) Rights Equity Shares for every 37 (Thirty-
Seven) fully paid-up Equity Shares held on the Record Date i.e
Thursday, December 22, 2022
Face value per Equity Shares ₹ 10 each
Issue Price per Rights Equity Shares ₹ 50 each
Issue Size Up to 2,50,00,000 Equity Shares of face value of ₹ 10 each for
cash at a price of ₹ 50 each per Rights Equity Share for an
amount of up to ₹ 12,500.00 Lakhs.
Record Date Thursday, December 22, 2022
Fractional Entitlement For Equity Shares being offered on a rights basis under the
Issue, if the shareholding of any of the Eligible Equity
Shareholders is less than 37 (Thirty- Seven) Equity Shares or is
not in multiples of 37 (Thirty-Seven), the fractional entitlement
of such Eligible Equity Shareholders shall be ignored for
computation of the Rights Entitlement. However, Eligible
Equity Shareholders whose fractional entitlements are being
ignored earlier will be given preference in the Allotment of one
additional Equity Share each, if such Eligible Equity
Shareholders have applied for additional Equity Shares over
and above their Rights Entitlement, if any.
Voting Rights and Dividend The Equity Shares issued pursuant to this Issue shall rank pari-
passu in all respects with the Equity Shares of our Company.
Equity Shares issued, subscribed and 2,19,68,308 Equity Shares
paid up prior to the Issue
Equity Shares subscribed and paid-up Up to 4,69,68,308 Equity Shares
after the Issue (assuming full
subscription for and allotment of the
Rights Entitlement)
Amount payable at the time of ₹ 50 per share
Application
Scrip Details ISIN: INE641R01017
BSE: 539515
Use of Issue Proceeds For details, please refer to the chapter titled “Objects of the
Issue” on page 65 of this Letter of Offer.
Terms of the Issue For details, please refer to the chapter titled “Terms of the
Issue” on page 264 of this Letter of Offer.
51
GENERAL INFORMATION
Our Company was originally incorporated as ‘Gaurav Mercantiles Limited at New Delhi on May 31, 1985
as a public limited company, under the Companies Act, 1956 and a Certificate of Incorporation was issued
by the Registrar of Companies, Delhi and Haryana at New Delhi. Thereafter, our Company obtained a
Certificate of Commencement of Business on June 06, 1985. The name of our Company has been changed
to its current name vide fresh Certificate of Incorporation dated September 21, 2020. The Registered
Office of our Company was shifted from State of Delhi to Maharashtra pursuant to the provisions of the
Companies Act, 1956 and a fresh Certificate of Incorporation was issued by the Registrar of Companies,
Maharashtra on December 10, 2007. Our Company has once again shifted its Registered Office from the
State of Maharashtra to the National Capital Territory of Delhi pursuant to the provisions of the
Companies Act, 2013 and a fresh Certificate of Incorporation has been issued by the Registrar of
Companies, Delhi on November 18, 2020. Our CIN is L74110DL1985PLC373314.
Mr. Raghav Bahl and Ms. Ritu Kapur had entered into a Share Purchase Agreement with the erstwhile
promoters on November 27, 2018 and made a public announcement to acquire the equity shares from
the public shareholders under the SEBI Takeover Regulations on November 27, 2018. This Share Purchase
Agreement was consummated and our Promoters were appointed as Directors of the Company on
January 08, 2019. The open offer process under the SEBI Takeover Regulations was however completed
on March 03, 2020. The Main Objects Clause of the MOA was altered to undertake media and
entertainment business with the prior approval of the shareholders vide a postal ballot on May 12, 2019.
Our Company acquired the digital content business, being operated under brand name of “The Quint”, of
QML a company under common control, pursuant to the Business Transfer Agreement. The Company
completed the acquisition of the digital content business of “The Quint” on July 1, 2020 in terms of the
said Business Transfer Agreement. The Business Transfer Agreement was entered on May 06, 2020 and
necessary disclosures were made to the BSE (the stock exchange where our equity shares are listed) on
May 06, 2020 with all the relevant disclosures and without any delay.
We have further acquired 100% in QML and have made it our wholly owned subsidiary with effect from
January 19, 2022. QML has two subsidiaries viz., QBML and Quintype India. Our Company has further
acquired 47.92% stake in Spunklane Media on January 19, 2022, and has acquired 34.60% in YKA Media
on January 19, 2022, thereby making them as our Associate Companies. The QML SPA for the acquisition
of QML and its subsidiaries and the Spunklane SPA for acquisition of stake in Spunklane Media were
entered into on November 10, 2021 and was disclosed to the BSE (the stock exchange where our equity
shares are listed) on November 10, 2021 with all the relevant disclosures and without any delay.
Registered Office of our Company
Quint Digital Media Limited

(Formerly known as Gaurav Mercantiles Limited)
403 Prabhat Kiran,
17, Rajendra Place, Delhi- 110 008.
Tel: +91 011 4514 2374
Fax: N.A.
Email: cs@thequint.com
Website: www.quintdigitalmedia.com
CIN: L74110DL1985PLC373314
52
Corporate Office of our Company
Carnousties’s Building, Plot No: 1,
9th Floor, Sector 16A, Film City.,
Noida – 201 301, Uttar Pradesh
Tel: +91 0120 475 1818
Fax: N.A.
Registrar of Companies
Our Company is registered with the Registrar of Companies, Delhi at the following address:
Registrar of Companies,
4th Floor, IFCI Tower 61,
New Delhi 110 019, India.
Tel: +91 022 2281 2627/ 2202 0295/2284 6954
Fax: +91 022 2281 1977
E-mail: roc.delhi@mca.gov.in
Board of Directors of our Company
Set forth below are the details of our Board of Directors as on the date of this Letter of Offer:
Name Age Designation Address DIN

Mr. Parshotam 76 Independent Shri Radha Krishna Apartment 00063017
Dass Agarwal Director and Flat No A-604 Plot 23 Sector 7
Chairperson Dwarka, New Delhi- 110 075
Ms. Ritu Kapur 55 Managing Director F-3 Sector- 40, Gautam Buddha 00015423
and Chief Executive Nagar Noida- 201 301, Uttar
Officer Pradesh
Mr. Raghav Bahl 61 Non-Executive F-3 Sector- 40, Gautam Buddha 00015280
Director Nagar Noida- 201 301, Uttar
Pradesh
Mr. Mohan Lal Jain 63 Non-Executive Tower 3 Villa 1 La Tropicana 00063240
Director Khyber Pass Magazine Road Civil
Lines New Delhi-110 054
Ms. Vandana 64 Non-Executive 301/401, Aquamarine, Plot 00036382
Malik Director Number 273 -B Carter Road
Bandra West Mumbai Bandra
Suburban MH- 400 050,
Maharashtra
Mr. Sanjeev 62 Independent 805 CA Apartments Paschim 00057601
Krishana Sharma Director Vihar, New Delhi-110 063
Ms. Abha Kapoor 61 Independent 501, Sunkist Building, 1st Road, 01277168
Director TPS 4, Near Almeida Park, Bandra
(West) Mumbai – 400 050,
Maharashtra
For detailed profile of our Directors, please refer to the chapter titled “Our Management” on page 115 of
this Letter of Offer.
53
Chief Financial Officer
Mr Vivek Agarwal is the CFO of our Company. His contact details are as under:
403 Prabhat Kiran,

17, Rajendra Place, Delhi- 110 008.
Tel: +91 011 4514 2374
Fax: N.A.
Email: vivek.agarwal@thequint.com
Company Secretary and Compliance Officer
Mr Tarun Belwal is the Company Secretary and Compliance Officer of our Company. His contact details
are as under:

9th Floor, Sector 16A, Film City,
Noida – 201301, Uttar Pradesh
Tel: +91 0120-4751818
Fax: N.A.
Details of Key Intermediaries pertaining to this Issue of our Company:
Lead Manager to the Issue
Choice Capital Advisors Private Limited

Sunil Patodia Tower
J.B. Nagar Andheri (East), Mumbai, 400 099
Contact Details: +91 22 6707 9999 (Extension 451)
Email Address: vivek.singhi@choiceindia.com
Website: www.choiceindia.com
Contact Person: Vivek Singhi
SEBI Registration Number: INM000011872
Registrar to the Issue
Skyline Financial Services Private Limited

505, A Wing, Dattani Plaza, Andheri Kurla Road
Safed Pool, Andheri East
Mumbai: 400 072
Contact Details: +91-022 - 28511022
Email Address: subhashdhingreja@skylinerta.com
Website: www.skylinerta.com
Contact Person: Subhash Dhingreja
SEBI Registration Number: INR 000003241
54
Legal Advisor to the Issue
M/s. Agrud Partners

13, Nariman Bhavan
Nariman Point
Mumbai - 400 021
Contact Details: +91- 22-22810101/22850909
Website: www.agrudpartners.com
Contact Person: Mr Sumit Raghani
Email Id: sumit.raghani@agrudpartners.com
Statutory and Peer Review Auditor of our Company
M/s. Walker Chandiok & Co LLP

(Chartered Accountants)
Address: 21st floor, DLF Square,
Jacaranda Marg, DLF Phase II,
Gurgaon, Haryana 122002
Contact Details: +91 124 462 8000
Firm Registration Number: 001076N/N500013
Email: Jyoti.vaish@walkerchandiok.in
Peer Review Certificate Number: 011707
Bankers to the Issue/ Refund Bank
Kotak Mahindra Bank Limited

Kotak Infiniti, 6th floor, Building No. 21,
Infinity Park, Off Western Express Highway,
General, AK Vaidya Marg, Malad (E),
Mumbai -400 097, Maharashtra, India
Telephone: +91 22 6605 6588
Fax Number: +91 22 6713 2416
E-mail: cmsipo@kotak.com
Website: www.kotak.com
Contact Person: Mr Kushal Patankar
SEBI Registration Number: INB100000927
Designated Intermediaries
Self-Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the
website of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and
updated from time to time. For details on Designated Branches of SCSBs collecting the Application Forms,
refer to the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. On Allotment, the amount
will be unblocked and the account will be debited only to the extent required to pay for the Rights Equity
Shares Allotted.
55
Inter-se Allocation of Responsibilities
Choice Capital Advisors Private Limited being the sole Lead Manager will be responsible for all the
responsibilities related to co-ordination and other activities in relation to the Issue. Hence a statement of
inter se allocation of responsibilities is not required.
Expert Opinion
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated December 07, 2022 from the Statutory Auditors to
include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations in this Letter of Offer as an “Expert” as defined under Section 2(38) of the Companies Act,
2013 to the extent and in its capacity as an independent Statutory Auditor and in respect of its (i)
examination report dated December 07, 2022 on our Restated Financial Statements for the financial years
ended March 31, 2020, March 31, 2021 and March 31, 2022, and (ii) Statement of Special Tax Benefits
dated December 07, 2022 in this Letter of Offer and such consent has not been withdrawn as on the date
ADSJ & Associates, Chartered Accountants, having their offices at 301, 3rd Floor, Park View Plaza, Plot No:
9, LSC - 3 Sector 6, Dwarka, New Delhi 100 075, email id : ca.abhisheknsinha@gmail.com and Registration
Number: 033477N have provided their consent to include their name as required under Section 26(5) of
the Companies Act, 2013 read with SEBI ICDR Regulations in this Letter of Offer as an “Expert” as defined
under Section 2(38) of the Companies Act 2013 to the extent in respect of Statement of Special Tax
Benefits dated December 07, 2022 in this Letter of Offer and such consent has not been withdrawn as on
the date of this Letter of Offer.
Mr Abhimanyu Bhandari, Advocate Supreme Court, having his office at 1-C, White House, 10 Bhagwan
Dass Road, New Delhi 110 001, email id: abhimanyu.bhandari@axonpartners.in, has provided his consent
for inclusion of his name in this Letter of Offer as an “Expert” as defined under Section 2(38) of the
Companies Act 2013 to the extent in respect of his opinion given under the PMLA Act, 2002.
Investor grievances
Investors may contact the Company Secretary and Compliance Officer for any pre-Issue/ post-Issue
related matters such as non-receipt of Letters of Allotment/ share certificates/ demat credit/ Refund
Orders, etc.
Investors are advised to contact the Registrar to the Issue or our Company Secretary and Compliance
Officer for any pre- Issue or post-Issue related problems such as non-receipt of Abridged Letter of Offer/
Application Form and Rights Entitlement Letter/ Letter of Allotment, Split Application Forms, Share
Certificate(s) or Refund Orders, etc. All grievances relating to the ASBA process may be addressed to the
Registrar to the Issue, with a copy to the SCSBs, giving full details such as name, address of the applicant,
ASBA Account number and the Designated Branch of the SCSBs, number of Equity Shares applied for,
amount blocked, where the Application Form and Rights Entitlement Letter or the plain paper application,
in case of Eligible Equity Shareholder, was submitted by the ASBA Investors through ASBA process.
Credit Rating
As this is a Rights Issue of Equity Shares, credit rating is not required.
56
Debenture Trustees
As this is a Rights Issue of Equity Shares, the appointment of Debenture trustees is not required.
Monitoring Agency
Our Company has appointed ICRA as the monitoring agency in accordance with Regulation 82 of the SEBI
ICDR Regulations.
Filing
The Draft Letter of Offer has been filed with the Stock Exchange as per the provisions of the SEBI ICDR
Regulations. Further, in terms of Regulation 71(8) of the SEBI ICDR Regulations, our Company has
simultaneously with the filing the Draft Letter of Offer with the Stock Exchange, done an online filing with
SEBI through the SEBI intermediary portal at https://siportal.sebi.gov.in in terms of the circular (No.
SEBI/HO/CFD/DIL1/CIR/P/2018/011) dated January 19, 2018 issued by SEBI. The Letter of Offer will be
filed with SEBI and the Stock Exchange simultaneously as per the provisions of the SEBI ICDR Regulations.
Changes in Auditors during the last three years
Except as disclosed below, there has been no change in the Statutory Auditor of our Company in last three
years immediately preceding the date of this Letter of Offer.
Date From To Reason for change

June 25, 2021 M/s. ASDJ & Associates Walker Chandiok & Co LLP Resignation and
Contact Person: Mr Abhishek Contact Person: Ms. Jyoti Vaish filling up the casual
Sinha Membership No: 096521 vacancy on account
Membership No:504550 Firm Registration No: of the resignation
Firm Registration No: 001076N/N500013
033477N
Underwriting Agreement
This Issue is not underwritten, and our Company has not entered into any underwriting arrangement.
Issue Schedule
The subscription will open upon the commencement of the banking hours and will close upon the close
of banking hours on the dates mentioned below:
Event Indicative Date

Last Date for On Market Renunciation of Rights# Friday, January 13, 2023
Issue Closing Date* Tuesday, January 24, 2023
#Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in
such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the
Issue Closing Date.
*The Board of Directors or the Rights Issue Committee will have the right to extend the Issue period as it may
determine from time to time, provided that the Issue will not remain open in excess of 30 (thirty) days from the Issue
Opening Date.
57
Please note that if no Application is made by the Eligible Equity Shareholders on or before Issue Closing
Date, such Rights Entitlements shall get lapsed and shall be extinguished after the Issue Closing Date. No
Rights Equity Shares for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements
were purchased from market and purchaser will lose the premium paid to acquire the Rights Entitlements.
Persons who are credited the Rights Entitlements are required to make an Application before the Issue
Closing Date to apply for the Rights Equity Shares offered under the Rights Issue for subscribing to the
Rights Equity Shares offered under the Rights Issue. No share / other securities for such lapsed Rights
Entitlements will be credited even if such Rights Entitlements were purchased from the market and the
purchaser will lose the premium paid to acquire the Rights Entitlements.
Minimum Subscription
In accordance with Regulation 86(1) of the SEBI ICDR Regulations, our Company is not required to achieve
minimum subscription for the Rights Issue on account of the following reason:
1. Objects of the Rights Issue are for a purpose which is other than financing a capital expenditure for
a project; and
2. Our Promoter has confirmed vide his letter dated July 1, 2022, that the Promoters and Promoter
Group intend to subscribe to their rights entitlement and will not renounce rights except to the
extent of renunciation within the Promoters / Promoter Group.
58
CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of this Letter of Offer and after giving effect to
the Issue is set forth below:
S. Particulars Amount (in ₹ Lakhs, except
No share data)
Aggregate value Aggregate
at nominal value value at Issue
Price
A. Authorised Share Capital
5,00,00,000 Equity Shares of face value of ₹ 10 each 5,000.00 NA
B. Issued, Subscribed and Paid-Up Share Capital before the Issue

2,19,68,308 Equity Shares of face value of ₹ 10 each 2,196.83 NA
C. Present Issue in terms of this Letter of Offer (1) (2) (3)

Up to 2,50,00,000 Equity Shares of face value of ₹ 10 each 2,500.00 12,500.00
D. Issued, Subscribed and Paid-Up Share Capital after the Issue

4,69,68,308 Fully Paid Equity Shares of face value of ₹ 10 each 4,696.83 NA
E. Securities Premium Account

Before the Issue (as on September 30, 2022) 1,824.22 -
After the Issue(3) - 11,824.22
(1)
The present Issue has been authorised vide a resolution passed at the meeting of the Board of Directors dated February 07, 2022
(2) On Application investors will have to pay Rs.50 per equity share which will constitute 100 % of the issue.
(3)
Assuming full subscription.
^ It is proposed to reserve 36,500 Equity Shares for the Option which are vested but not exercised under the QDML ESOP Plan 2020.
NOTES TO THE CAPITAL STRUCTURE
1. Intention and extent of participation by our Promoters and Promoter Group in the Issue:
Mr. Raghav Bahl, our Promoter, on behalf of the Promoters and Promoter Group has vide his letter
dated July 1, 2022 confirmed that all the Promoters and the members of the Promoter Group intend
to subscribe, jointly and / or severally, to the full extent of their Rights Entitlements (including
through subscription of any Rights Entitlements renounced in their favour by any other Promoter
or member(s) of the Promoter Group of our Company and for additional Rights Equity Shares,
including subscribing to unsubscribed portion (if any) in the Issue. We confirm that there is / will not
be any violation of the Takeover Regulations or triggers under the Takeover Regulations while
acquiring the shares during the rights issue process.
2. The ex-rights price of the Rights Equity Shares as per Regulation 10(4)(b) of the Takeover
Regulations is ₹ 177.02/- per equity share.
3. At any given time, there shall be only one denomination of the Equity Shares of our Company.
4. All Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of
this Letter of Offer. For details on the terms of this Issue, see “Terms of the Issue” on page 264 of
5. We confirm that there has been no violation of the Takeover Regulations with regard to the shares
acquired by our Promoters / Promoter Group in the last 3 years preceding the date of this Letter of
Offer.
59
6. Shareholding Pattern of our Company as per the last filing with the Stock Exchange:
i. The summary statement of the shareholding pattern of our Company as on September 30, 2022, is as follows:
Categ Category No. of No. of No. No. Total No. Shareho Number of Voting Rights held in No. of Shareho No. of locked-in Number of No. of
ory of Share fully paid- of of of shares lding as each class of securities (IX) Shares lding as Equity Shares Equity Shares Equity
(I) Sharehold holde up Equity Part shar held (VII) = a % of underlyi a% (XII) pledged or Shares
er (II) rs (III) Shares ly es (IV)+(V)+ ( total ng assumin otherwise held in
held (IV) pai und ++VI) no. of outstan g full encumbered dematerial
d- erlyi Equity ding conversi (XIII) ized form
up ng Shares Class Total Total converti on of No. As a % No. As a (XIV)
Equ dep (calculat (Equity) as a % ble converti (a) of (a) % of
ity osit ed as of securiti ble total total
Sha ory per (A+B+ es securiti shares share
res rece SCRR) C) (includi es held s
hel ipts (VIII) As ng No. (a) (b) held
d (VI) a % of warrant (b)
(V) (A+B+C2 s)
)
(A) Promoter 4 12422264 0 0 12422264 56.55 12422264 12422264 56.55 0 0 5990162 48.22 54000 0.43 12422264
and
Promoter
Group
(B) Public 5422 9546044 9546044 43.45 9546044 9546044 43.45 0 0 0 0 0 0 9342,984
(C) Non - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares - - - - - - - - - - - - - - - -
held by
employee
trusts
Total 5426 21968308 0 0 21968308 100.00 21968308 21968308 100.00 0 0 5990162 27.27 54000 0.25 21765248
60
ii. The statement of the shareholding pattern of our Company as on September 30, 2022 is as follows:
Category of No. of No. of fully Total no of Shareholding No. of Voting Total as Number of
Shareholder Shareholde paid up Equity as Rights a % of Equity Shares
rs Equity Shares held a % of total Total held in
Shares held no. Voting dematerialized
of Equity right form
Shares
(calculated
as per
SCRR, 1957)
As
a% of
(A+B+C2)
(A) Promoter & 4 1,24,22,264 1,24,22,264 56.55 1,24,22,264 56.55 1,24,22,264
Promoter Group
(B) Public 5,422 95,46,044 95,46,044 43.45 95,46,044 43.45 93,42,984
Grand Total 5,426 2,1968,,308 2,19,68,308 100.00 2,19,68,308 100.00 2,17,65,248
iii. Statement showing holding securities of persons belonging to the category “Promoters and Promoter
Group” as at September 30, 2022:
Category of No. of No. of fully Total no of Shareholdin No. of Voting Total Number of
Shareholder Sharehol paid up Equity g as Rights as a % Equity
ders Equity Shares held a % of total of Shares
Shares held no. Total held in
of Equity Voting dematerializ
Shares right ed
(calculated form
as per
SCRR, 1957)
As
a% of
(A+B+C2)
A1) Indian
a. Individuals/ 3 1,20,24,390 1,20,24,390 54.74 1,20,24,390 54.74 1,20,24,390
Hindu
Undivided
Family
Raghav Bahl 1 64,91,592 64,91,592 29.55 64,91,592 29.55 64,91,592
Ritu Kapur 1 36,86,498 36,86,498 16.78 36,86,498 16.78 36,86,498
Mohan Lal Jain 1 18,46,300 18,46,300 8.40 18,46,300 8.40 18,46,300
b. Body 1 3,97,874 3,97,874 1.81 3,97,874 1.81 3,97,874
Corporates
RB Diversified 1 3,97,874 3,97,874 1.81 3,97,874 1.81 3,97,874
Private Limited
Sub- total of A1 4 1,24,22,264 1,24,22,264 56.55 1,24,22,264 56.55 1,24,22,264
A2) Foreign
Sub-total of - - - - - - -
A2
A= A1+ A2 4 1,24,22,264 1,24,22,264 56.55 1,24,22,264 56.55 1,24,22,264
61
iv. Statement showing holding of securities of persons belonging to the “public” category as on September 30,
2022:
Category of Nos. of No. of fully Total no of Shareholdin No. of Voting Total Number of
Sharehold Shareholder paid up Equity g as Rights as a % Equity
er s Equity Shares held a % of total of Shares
Shares held no. Total held in
of Equity Voting demateriali
Shares right zed
(Calculated form
as per
SCRR, 1957)
As
a% of
(A+B+C2)
B1) Institutions
Foreign 1 21,70,000 21,70,000 9.89 21,70,000 9.89 21,70,000
Portfolio
Investors
B2) Central - - - - - - -
Government/
State
Government(s)
/ President of
India
Sub Total B2 - - - - - - -
B3) Non-
Institutions
Individual share 5,310 5,93,185 5,93,185 2.70 5,93,185 2.70 3,90,125
capital up to ₹ 2
Lakhs
Individual share 15 63,02,942 63,02,942 28.69 63,02,942 28.69 63,02,942
capital in excess
of ₹. 2 Lakhs
Any Other 96 4,79,917 4,79,917 2.18 4,79,917 2.18 4,79,917
IEPF - - - - - - -
Trusts 1 1,230 0.01 0.01 1,230 0.01 1,230
HUF 33 1,75,748 1,75,748 0.80 1,75,748 0.80 1,75,748
Non-Resident 22 4,430 4,430 0.02 4,430 0.02 4,430
Indian (NRI)
Clearing 9 1,717 1,717 0.01 1,717 0.01 1,717
Members
Bodies 25 1,98,614 1,98,614 0.90 1,98,614 0.90 1,98,614
Corporate
Unclaimed or 1 97,450 97,450 0.44 97,450 0.44 -
Suspense or
Escrow Account
Firm 5 728 728 0.00 728 0.00 728
Sub-total B3 5,421 73,76,044 73,76,044 33.58 73,76,044 33.58 71,72,984
B= B1+B2+B3 5,422 95,46,044 95,46,044 43.45 95,46,044 43.45
93,42,984
62
v. Details of shareholders of our Company holding 1% or more of the paid-up capital of the issuer
as last disclosed to the stock exchanges: i.e. as on September 30, 2022
S. No. Name of the Shareholders No. of Equity % of Pre-Issue

Shares Equity Share
Capital
1. Raghav Bahl 64,91,592 29.55
2. Ritu Kapur 36,86,498 16.78
3. Mohan Lal Jain 18,46,300 8.40
4. Vespera Fund Limited 21,70,000 9.88
5. Pankaj Agarwal 12,75,000 5.80
6. Madhu Sudan Agarwal 7,56,894 3.45
7. Ashish Agarwal 6,35,000 2.89
8. Madhu Sudan Goyal 6,27,990 2.86
9. Anand Agarwal 6,00,000 2.73
10. Manohar Lal Agarwal 5,00,000 2.28
11. RB Diversified Private Limited 3,97,874 1.81
12. Manju Devi Agarwal 3,00,000 1.37
13. Amit Agarwal 3,00,000 1.37
14. Umesh Agarwal 3,00,000 1.37
15. Priyanka Agarwal 3,00,000 1.37
16. Ankit Agarwal 2,30,000 1.05
vi. Details of shares locked-in, pledged, encumbrance by the Promoters and the Promoter Group:
As on date of this Letter of Offer, 59,90,162 Equity Shares held by our Promoters, or the
members of our Promoter Group are locked-in and 54,000 Equity Shares are pledged or
otherwise encumbered.
vii. Details of shares acquired by Promoters and Promoter Group in the last one year immediately
preceding the date of filing of the Letter of Offer:
S. No. Name of the Promoter and Number of Mode of Week ended

Promoter Group shares acquired Acquisition
1. Raghav Bahl 11,192 Open market 04-Jun-2021
14,401 purchases 11-Jun-2021
15,000 18-Jun-2021
15,000 25-Jun-2021
9,000 30-Jun-2021
4,000 02-Jul-2021
15,000 30-Jul-2021
14,124 06-Aug-2021
14,064 13-Aug-2021
8,109 20-Aug-2021
12,567 27-Aug-2021
9,624 03-Sep-2021
8,105 10-Sep-2021
17,993 17-Sep-2021
19,902 24-Sep-2021
14,263 30-Sep-2021
Note: We confirm that none of the public shareholders of our Company are related in any manner
directly / indirectly to the Directors, the Promoters and Promoter Group, relatives of the
Directors and Promoters
63
7. Details of options and convertible securities outstanding as on the date of filing of this Letter of
Offer
Except as provided below, there are no outstanding options or convertible securities, including any
outstanding warrants or rights to convert debentures, loans or other instruments convertible into the
Equity Shares as on the date of filing of this Letter of Offer:
QDML ESOP Plan 2020
Our Company has instituted an employee stock option plan viz. the QDML ESOP 2020 for the purpose
of attracting, retaining, rewarding and motivating our employees to contribute to our growth and
profitability. As on the date of this Letter of Offer, the details of options pursuant to QDML ESOP 2020
is as under:
PARTICULARS NUMBER OF OPTIONS

Total number of options 25,18,978^
Options granted 15,85,000*
Options vested 55,500
Options exercised 19,000
Options cancelled 1,12,500
Total Options outstanding 5,16,500
Înitially 12,59,489 number of options were approved by the Members vide Shareholder’s approval
dated January 16, 2021. However, due to bonus issue in the ratio of 1:1, number of options granted has
increased to 25,18,978.
*Initially 3,22,500 were granted. However due to bonus issue in the ratio of 1:1, number of options
granted has increased to 6,45,000.
It is proposed to reserve 36,500 Equity Shares for the Option which are vested but not exercised under
the QDML ESOP Plan 2020.
64
OBJECTS OF THE ISSUE
Objects of the Issue
Our Company proposes to utilize the Net Proceeds towards funding the following Objects:
1. Towards exercise of the call option under the Quintype India SHA;
2. Payment of the remaining purchase price to Mr. Raghav Bahl for acquisition of 100% shares and
securities of QML in accordance with the QML SPA;
3. Payment of the remaining purchase price to RB Diversified for acquisition of 100% shares and
securities of QML in accordance with the QML SPA;
4. Payment of the remaining purchase price to Mr. Raghav Bahl for acquisition of 47.92% stake in
Spunklane Media in accordance with the Spunklane SPA;
5. Pre- payment / repayment of loans; and
6. General Corporate Purposes.
(collectively, referred to hereinafter as the “Objects”)
We intend to utilize the gross proceeds raised through the Issue (the “Issue Proceeds”) after deducting
the Issue related expenses (the “Net Proceeds”) for the abovementioned Objects.
The objects set out in the MOA enable us to undertake our existing activities and the activities for which
funds are being raised by us through the Issue and the activities for which the borrowings proposed to be
prepaid in full or part from the Net Proceeds.
We have obtained necessary consents in writing from our lenders for the Rights Issue.
Net Proceeds
The details of the proceeds of the Issue are set forth in the following table:
₹ in Lakhs
Particulars Amount
Towards the exercise of the call option under 3,750.00
the Quintype India SHA
Payment of remaining purchase price to Mr. 656.00
Raghav Bahl for acquisition of QML shares /
securities
Payment of remaining purchase price to RB 205.00
Diversified for acquisition of QML shares /
securities
Payment of remaining purchase price to Mr. 538.00
Raghav Bahl for acquisition of Spunklane
Media shares / securities
Pre- payment / repayment of loans 3,826.13
General Corporate Purposes* 3,074.87
Total Net Proceeds 12,050.00
* The amount earmarked for General Corporate Purposes shall not be more than 25% of the Gross Proceeds
65
Means of Finance
Our Company proposes to meet the entire requirement of funds for the proposed objects of the Issue from
the Net Proceeds. Accordingly, our Company confirms that there is no requirement to make firm arrangements
of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount
to be raised from the Issue.
Schedule of Implementation and Deployment of Funds
Our Company proposes to deploy the entire Net Proceeds towards the Objects as described herein during the
next three financial years.
(₹ in Lakhs)
Particulars Financial Year Financial Financial
2022-23 Year 2023-24 Year 2024-25
Towards the exercise of the call option under the 1,875.00 1,875.00 0.00
Quintype India SHA
Payment of remaining purchase price to Mr. Raghav Bahl 656.00 0.00 0.00
for acquisition of QML shares / securities
Payment of remaining purchase price to RB Diversified 205.00 0.00 0.00
for acquisition of QML shares / securities
Payment of remaining purchase price to Mr. Raghav Bahl 538.00 0.00 0.00
for acquisition of Spunklane Media shares / securities
Pre- payment / repayment of loans 3,826.13 0.00 0.00
General Corporate Purposes* 1,024.96 1,024.96 1,024.95
Total Net Proceeds 8,125.09 2,899.96 1,024.95
* Shall not exceed 25% of the Gross Proceeds
The funds deployment described herein is based on management estimates and current circumstances of our
business and operations. Given the dynamic nature of our business, we may have to revise our funding
requirements and deployment on account of variety of factors such as our financial condition, business
strategy, including external factors which may not be within the control of our management. This may entail
rescheduling and revising the planned funding requirements and deployment, including utilization for all or
any of the Objects within a financial year or spread across more than 3 years, and increasing or decreasing the
funding requirements from the planned funding requirements at the discretion of our management.
Accordingly, the Net Proceeds of the Issue would be used to meet all or any of the purposes of the fund’s
requirements described herein.
Details of the Objects of the Issue
1. Exercise of call option by Quintillion Media Limited in accordance with the Quintype India SHA
Mr. Raghav Bahl, QML and Quintype India had entered into the Quintype India SSA with IIFL Seed Ventures.
Pursuant to the Quintype India SSA, IIFL Seed Ventures invested ₹ 25 Crores (“Subscription Amount”) in
Quintype India by subscribing to 100 (Hundred) equity shares at ₹ 12.753 (Indian Rupees Twelve and Paise
Seven Fifty-Three Only) per equity share and 1,96,03,130 CCDs at ₹ 12.753 (Indian Rupees Twelve and Paise
Seven Fifty-Three Only) per CCD. As per the Quintype India SSA, the equity shares and CCDs held by IIFL Seed
Ventures Fund – Series 2 would entitle them to a 27.78% stake of the share capital of Quintype India on a fully
diluted basis.
Further, Mr. Raghav Bahl, QML, Quintype India and IIFL Seed Ventures entered into the Quintype India SHA.
Pursuant to the Quintype India SHA, Mr Raghav Bahl and QML have a right, exercisable at any point of time, to
call upon and require IIFL Seed Ventures to sell all (but not less than all) of the shares and securities held by
them (the “Call Option”).
66
The Call Option shall be exercised by Mr. Raghav Bahl and QML at a price which shall at least be equivalent
to the higher of: (i) 18% IRR (on a gross/pre-tax basis) on the Subscription Amount plus the Subscription
Amount; or (ii) 1.5 times the Subscription Amount. QML, our Subsidiary, intends to exercise the Call Option
and accordingly, we will be infusing an amount of up to ₹ 3,750 Lakhs into QML towards this object. Mr
Raghav Bahl has expressed his intention not to exercise the Call Option.
Assuming September 30, 2022, as the date on which the Call Option shall be exercised by QML, the amount
that shall be payable to IIFL Seed Ventures shall not exceed ₹ 3,750 Lakhs. We have accordingly earmarked
an amount of ₹ 3,750 Lakhs which we intend to utilize to exercise the Call Option and acquire stake held by
IIFL Seed Ventures Fund – Series 2 in Quintype India. The Call Option shall be exercised either by our
Company, being the holding company of QML or by QML directly. In case the Call Option is exercised by
QML directly, our Company shall infuse necessary funds, whether by way of equity, pure debt or any other
instrument or combination thereof, in QML for exercise of the Call Option.
In case we spend an amount of less than ₹ 3,750 Lakhs towards the exercise of the Call Option, the balance,
if any, will be infused as an investment into any other Subsidiary Companies or Associate Companies
Our Company current has following Subsidiary Companies and Associate Companies:
A. Subsidiary Companies:
1. QML is a wholly owned subsidiary of our Company. QML holds stake in identified digital media and
media-technology companies viz. QBML and Quintype India. In addition, QML also holds stake in
YKA Media.
2. QBML, a business and financial news company, operating a leading business news digital platform
viz. www.bqprime.com in India. QML owns majority stake in QBML
3. Quintype India, is media technology company, engaged in providing a Software-As-A-Service

platform for digital publishers and content creators and assists them to help create, distribute and
monetise content.
B. Associate Companies:
1. Spunklane Media, a digital media entity engaged in the business of operating a digital only news
platform viz. “The News Minute” which is reporting and writing on issues in India, with a specific
focus on the southern States. Our Company owns 47.92% equity stake in Spunklane Media.
2. YKA Media is a media platform (www.youthkiawaaz.com) for young changemakers who want to
change the world. QML owns 34.60% equity stake in YKA Media
Mr. Raghav Bahl and QML have entered into the legally binding Quintype India SHA. Clause 19 of the
Quintype India SHA provides Mr. Raghav Bahl and QML with an unfettered Call Option to require IIFL Seed
Ventures to sell all or part of its holding in Quintype India. In the unlikely event of IIFL Seed Ventures not
honoring its obligation in accordance with Clause 19 of the Quintype India SHA, it will amount to breach of
the terms of the Quintype India SHA and it will need to be resolved in accordance with the Dispute
Resolution Mechanism provided under Clause 25 of the Quintype India SHA. In the unlikely event that IIFL
Seed Ventures does not honor the Call Option and proceeds for a litigation, the amount marked for the Call
Option will not be utilized towards exercise of the Call and that surplus, if any, would be invested in the
Subsidiary Companies and/ or Associate Companies.
67
We will determine the form of investment for the abovementioned investment and the amount in each of
the companies, i.e., whether they will involve equity, pure debt or any other instrument or combination
thereof. At this stage, our Company cannot determine whether the form of investment will be equity, debt
or any other instrument or combination thereof. Our Subsidiary Companies and Associate Companies do
not have any stated dividend policy and our Company cannot be assured of any dividends from these
investments. Our Company will remain invested in our Subsidiary Companies and Associate Companies and
will derive benefits from it to the extent of our direct or indirect shareholding in it, or as a lender if funds
are deployed in the form of debt. For details, see “Risk Factor No: 23 – Our funding requirements and
proposed deployment of the Net Proceeds are based on our internal management estimates and have not
been appraised by any bank or financial institution or other external agency and may be subject to change
based on various factors.,” on page 37 of this Letter of Offer.
2. Payment of remaining purchase price to Mr. Raghav Bahl and RB Diversified for acquisition of
100% shares and securities of Quintillion Media Limited in accordance with the QML SPA
As another step towards growth & expansion and to further establish its position as a leading digital media
company in India, the Board of Directors, based on the recommendation of the Audit Committee and the
Committee of Independent Directors, at their meeting held on November 10, 2021 had, subject to
necessary approvals, approved the acquisition of 100% stake in QML. Pursuant to the said approvals, our
Company, Mr. Raghav Bahl, RB Diversified and QML had entered into the QML SPA to acquire 100% equity
shares and 100% convertible debentures of QML for an aggregate consideration of ₹18,86,63,640.00
(Indian Rupees Eighteen Crores Eighty-Six Lakhs Sixty-Three Thousand Six Hundred and Forty only), subject
to the applicable closing adjustments.
The purchase consideration was determined based on a valuation report obtained from a third party
independent valuer and the financial position considered for the purpose of the valuation. The purchase
consideration of ₹ 18,86,63,640 mentioned under the QML SPA was adjusted on account of the following
events (not factored in the valuation report):
o Quintype India and QBML, the Subsidiary Companies, undertook additional borrowings for its
business and operational purposes, other than those factored in determination of the purchase
consideration under the valuation report. Details of borrowings are as under:
Entity Amount (INR)

Quintype India 2,50,00,000
QBML 7,70,00,000
Total 10,20,00,000
o Mr. Raghav Bahl infused an incremental cash of INR 39,94,571 in QML to acquire the securities held
by RB Diversified in QBML.
Hence, at the time of transfer of shares and securities of QML from Mr. Raghav Bahl and RB
Diversified to the Company, the Purchase Consideration was duly adjusted on account of the
additional debt etc. obtained by the companies (mentioned above). Accordingly, the adjusted
purchase consideration was agreed between the parties as under:
Particulars Amount (INR)

Purchase consideration as per the QML SPA 18,86,63,640
Less: additional borrowings obtained by Quintype India (2,50,00,000)
Less: additional borrowings obtained by QBML (7,70,00,000)
Add: Additional cash infused in Quintillion Media Limited 39,94,571
Net adjusted purchase consideration 9,06,58,211
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The shareholders of our Company had approved the transaction including necessary closing adjustments
to the purchase consideration on December 31, 2021 by way of a special resolution through the postal
ballot process.
As Per the QML SPA (including the Addendum dated January 19, 2022), the adjusted purchase consideration
of ₹. 9,06,58,210 was to be paid as under:
a) Payable to Mr. Raghav Bahl: ₹ 6,90,51,133 (Indian Rupees Six Crores Ninety Lakhs Fifty-One Thousand
One Hundred and Thirty-Three only);
b) Payable to RB Diversified: ₹ 2,16,07,077 (Indian Rupees Two Crores Sixteen Lakhs Seven Thousand
Seventy-Seven Only).
The consideration was to be paid on a deferred basis in the following manner:
• 5% of the adjusted purchase consideration shall be paid on transfer of 100% stake (100% equity
shares and 100% convertible debentures) of QML to the Company; and
• 95% of the adjusted purchase consideration shall be paid within a period of 12 months from the
closing mentioned above.
As on date of this Letter of Offer an amount of ₹ 34,52,557 ( Indian Rupees Thirty Four Lakhs Fifty- Two
Thousand Five Hundred and Fifty-Seven Only) has already been paid to Mr. Raghav Bahl and ₹ 10,80,354 (
Indian Rupees Ten Lakhs Eighty Thousand Three Hundred and Fifty-Four Only) has been paid to RB Diversified,
representing 5% of the adjusted purchase consideration . It is now proposed to pay the balance unpaid
adjusted purchase consideration of ₹ 6,55,98,576 (Six Crores Fifty-Five Lakhs Ninety Eighty Thousand Five
Hundred and Seventy-Six Only) to Mr Raghav Bahl and balance unpaid adjusted purchase consideration of
₹ 2,05,26,723 Lakhs (Indian Rupees Two Crores Five Lakhs Twenty-Six Thousand Seven Hundred and Twenty-
Three Only) to RB Diversified from the Net Proceeds of the Issue.
In accordance with the terms of the QML SPA, 100% ownership of the was transferred to the Company on
January 19, 2022 on payment of 5% of the total adjusted purchase consideration. Pursuant to the QML SPA,
it was commercially agreed between the parties that the balance 95% of the total adjusted purchase
consideration shall be paid within a period of 12 months from January 19, 2022. Hence, w.e.f January 19,
2022, the Company owns 100% of QML.
The audited financial statements (standalone as well as consolidated) of the Company as on March 31, 2022
reflects the above position i.e. 100% of QML is owned by the Company. The remaining 95% consideration is
reflected in the audited financial statements (standalone as well as consolidated) as on March 31, 2022 as an
amount payable to Mr. Raghav Bahl and RB Diversified.
Hence, the ownership of 100% of QML has been transferred to the Company wef January 19, 2022 in
accordance with the terms of the QML SPA. Further, necessary forms (SH-4) has already been filed with the
Company in relation to the transfer of shares and securities of QML to the Company and necessary entries
have also been made in the Register of Members reflecting the ownership of the Company.
Even in case the remaining 95% of the total adjusted purchase consideration or part thereof is not paid, the
title in the shares and securities of QML will not revert to Mr. Raghav Bahl and RB Diversified.
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3. Payment of remaining purchase price to Mr Raghav Bahl for acquisition of 47.92% equity stake in
Spunklane Media
As another step to establish our position as a leading digital media company in India, the Board of Directors,
of our Company based on the recommendation of the Audit Committee and the Committee of Independent
Directors, at their meeting held on November 10, 2021 had, subject to necessary approvals, approved the
acquisition 47.92% stake in Spunklane Media. Pursuant to the approvals, our Company, Mr. Raghav Bahl and
Spunklane Media had entered into the Spunklane SPA to acquire 3,68,000 (Three Lakhs and Sixty-Eight
Thousand) equity shares having face value of ₹ 10 (Indian Rupees Ten only) each of Spunklane Media, from
Mr. Raghav Bahl for an aggregate consideration of ₹ 5,65,90,862 (Indian Rupees Five Crores Sixty-Five Lakhs
Ninety Thousand Eight Hundred and Sixty-Two only), subject to the applicable closing adjustments.
The shareholders of our Company had approved the transaction on December 31, 2021 by way of a special
resolution.
The purchase consideration under the Spunklane SPA was to be paid on a deferred basis in the following
manner:
• 5% of the purchase consideration shall be paid on transfer of 47.92% stake;

• 95% of the purchase consideration shall be paid within a period of 12 months from the closing
mentioned above.
As on date of this Letter of Offer an amount of ₹ 28,29,543 Lakhs (Indian Rupees Twenty-Eight Lakhs Twenty-
Nine Thousand Five Hundred and Forty-Three Only) has already been paid to Mr Raghav Bahl. It is now
proposed to pay the balance unpaid purchase consideration of ₹ 5,37,61,319 (Indian Rupees Five Crores
Thirty-Seven Lakhs Sixty-One Thousand Three Hundred and Nineteen Only) to Mr Raghav Bahl out of the Net
Proceeds of the Issue.
Our Company had entered into Spunklane SPA to acquire 47.92% ownership of Spunklane Media, which was
approved by the shareholders on December 31, 2021 by way of a special resolution through the postal ballot
process.
In accordance with the terms of the Spunklane SPA, 47.92% equity stake of Spunklane Media has been
transferred to the Company on January 19, 2022 on payment of 5% of the total purchase consideration.
Pursuant to the Spunklane SPA, it has been agreed between the parties that the balance 95% of the total
purchase consideration will be paid within a period of 12 months from January 19, 2022. Hence, w.e.f January
19, 2022, the Company owns 47.92% equity of SpunklaneMedia.
The audited financial statements (standalone as well as consolidated) of the Company as on March 31, 2022
reflects the above position i.e. 47.92% equity of Spunklane Media is owned by the Company. The remaining
95% consideration is reflected in the audited financial statements (standalone as well as consolidated) as on
March 31, 2022 as an amount payable to Mr. Raghav Bahl.
Hence, the ownership of 100% of Spunklane Media has been transferred to the Company wef January 19,
2022 in accordance with the terms of the Spunklane SPA. Further, necessary forms (SH-4) have already been
filed in relation to the transfer of shares of Spunklane Media with the Company and necessary entries have
also been made in the Register of Members reflecting the ownership of the Company.
Even in case the remaining 95% of the total purchase consideration or part thereof is not paid, the title in the
shares of 47.92% shares of Spunklane Media will not revert to Mr. Raghav Bahl.
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4. Pre- payment / repayment of loans
Our Company proposes to utilize an aggregate amount of ₹ 3,826.13 Lakhs from the Net Proceeds towards
full or partial pre-payment or repayment of certain borrowings (including interest thereon) availed by our
Company. Our Company has entered into various financing arrangements with banks and financial
institutions including Non-Bank Financial Companies. Such arrangements entered into by our Company are
classified as secured loans and are in the nature of working capital loans (including investment in subsidiaries)
and overdraft facility.
The selection of borrowings proposed to be repaid and / or pre-paid, in part or full, from our facilities set
forth below shall be based on various factors, including but not limited to (i) cost of the borrowings to our
Company, including the applicable interest rates; (ii) any conditions attached to the borrowings restricting
our ability to pre-pay the borrowings and time taken to fulfil, or obtain waivers for fulfillment of, such
requirements; (iii) receipt of consents for pre-payment from the respective lenders, if applicable; (iv) terms
and conditions of any such consents and waivers, if any; (v) levy of any pre-payment penalties and the
quantum thereof; (vi) provisions of any law, rules, regulations governing such borrowings; and (vii) other
commercial considerations including, among others, the amount of the loan outstanding and the remaining
tenor of the loan etc. Given the nature of these borrowings and the terms of repayment or pre-payment, the
aggregate outstanding borrowing amounts may vary from time to time. In addition to the above, we may,
from time to time, enter into further financing arrangements, such as, by way of draw down funds thereunder
or undertake financing from banks and financial institutions. In such cases or in case any of the specified
borrowings are repaid or pre-paid in part or full or through further drawn-down, we may utilize the Net
Proceeds towards repayment or pre-payment of additional banks or financial institutions borrowings,
overdrafts taken or drawn from time to time.
The following table provides details of borrowings availed by our Company as on December 07, 2022 the date
of this Letter of Offer, We propose to prepay or repay, in full or in part ₹ 3826.13 Lakhs from the Net
Proceeds.
S. No Name of Lender Purpose of the Loan Amount Terms

loan sanctioned outstanding
(in ₹ Lakhs) (In ₹ Lakhs)
1 Barclays Working Capital 1,928.00 1755.00 Tenure: 3 month
Investment and revolving
Loans India (P) Interest Rate: 7.9%-
Limited 8.45% p.a.
2 Barclays Bank Plc. Working Capital 1,250.00 1,250.00 Tenure: 12 months
Demand Loan revolving facility
Interest Rate: 6.75%
p.a.
3 RBL Bank Limited Bank Overdraft 200.00 54.57 Tenure: 12 months
revolving facility
Interest Rate: 7.00%
p.a.
4 RBL Bank Limited Bank Overdraft 1,000.00 786.02 Tenure: 12 months
revolving facility
Interest Rate: 9.6%
p.a.
Total 4,378.00 3,845.59
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5. General Corporate Purposes
In terms of Regulation 62(2) of the SEBI ICDR Regulations, the extent of the Issue Proceeds proposed to be
used for General Corporate Purposes shall not in the aggregate exceed 25% of the Gross Proceeds of the
Issue. Our Board will have flexibility in applying the balance amount after utilizing the amount for
acquisition of business targets towards General Corporate Purposes, including repayment of outstanding
loans, meeting our working capital requirements, capital expenditure, funding our growth opportunities,
including strategic initiatives, meeting expenses incurred in the ordinary course of business including
salaries and wages, administration expenses, insurance related expenses, meeting of exigencies which our
Company may face in course of business and any other purpose as may be approved by the Board or a duly
appointed committee from time to time, subject to compliance with the necessary provisions of the
Companies Act, 2013.
Our management will have flexibility in utilizing any amounts for General Corporate Purposes under the
overall guidance and policies of our Board. The quantum of utilization of funds towards any of the purposes
will be determined by the Board, based on the amount actually available under this head and the business
requirements of our Company, from time to time.
Undertaking by our Promoter
Please refer to Page 21 of this Letter of Offer regarding the intention of the Promoters and Promoter Group
and extent of subscription in the issue.
Interest of Promoters / Promoter Group and Directors in the Objects of the Issue
Our Promoters are interested in the Objects of the Issue to the extent of the amount earmarked for the
exercise of the Call Option, payment of the remaining amount of the adjusted purchase consideration for
the acquisition of 100% shares and securities of QML and 47.92% equity stake in Spunklane Media to Mr
Raghav Bahl and RB Diversified. No part of the Net Proceeds will be paid by our Company as consideration
to our Promoter, Promoter Group, Directors and Key Managerial Personnel of our Company, except as
mentioned under the Objects of the Issue.
Issue Related Expenses
The Issue related expenses include, among others, fees to various advisors, printing and distribution
expenses, advertisement expenses and registrar and depository fees. The estimated Issue related expenses
are as follows:
Particulars Amount* ^(₹ As a percentage of As a percentage of

In Lakhs) total expenses* Issue size**#
Fees of the Lead Manager, Bankers to the 126.90 28.20 1.01
Issue, Registrar to the Issue, Legal
Advisor, Auditor’s fees, including out of
pocket expenses etc.
Expenses relating to advertising, printing, 8.50 1.89 0.07
distribution, marketing and stationery
expenses
Regulatory fees, filing fees, listing fees 314.60 69.91 2.52
and other miscellaneous expenses
Total estimated Issue expenses** ^ 450.00 100.00 3.60
*Amount will be finalized at the time of filing of the Letter of Offer and determination of Issue Price and other details.
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** Subject to finalization of the Basis of Allotment. In case of any difference between the estimated Issue related expenses and
actual expenses incurred, the shortfall or excess shall be adjusted with the amount allocated towards general corporate
purposes. All Issue related expenses will be paid out of the Gross Proceeds received at the time of receipt of the subscription
amount to the Rights Equity Shares.
***The amount utilized as on date of this Letter of Offer towards Issue expenditure is ₹ 40.60 Lakhs as certified by duly certified
by ASDJ & Associates, Chartered Accountants (FRN No: 033477N) vide letter dated July 01, 2022 (bearing UDIN No:
22504550AMBQKO1419)
Êxcluding taxes
#Assuming full subscription.
Interim use of funds
Our Company, in accordance with the policies established by our Board from time to time, will have the
flexibility to deploy the Net Proceeds. Pending utilization for the purposes described above, our Company
intends to temporarily deposit the funds in the scheduled commercial banks included in the second schedule
of the RBI Act, as may be approved by our Board of Directors.
Appraisal and Bridge Financing Facilities
Our Company has not raised any bridge loan from any bank or financial institution as on the date of the Letter
of Offer, which are proposed to be repaid from the Net Proceeds.
Monitoring of utilization of funds
Our Company has appointed ICRA as the Monitoring Agency for the Issue. The details of the Monitoring
Agency are as under:
Name: ICRA Limited
Address: -B-710, Statesman House,
148, Barakhamba Road,
New Delhi – 110 001, India
Telephone: +91 9354738909
Email: info@icraindia.com
Website: www.icra.in
Contact Person: Ms Sunanda Agarwal
Our Board and the Monitoring Agency shall monitor the utilisation of the proceeds of the Issue and the
Monitoring Agency shall submit a report to our Board as required under the relevant SEBI ICDR Regulations.
Pursuant to Regulation 82(4) of the SEBI ICDR Regulations and Regulation 32 of the SEBI Listing Regulations,
our Company shall, within 45 days from the end of each quarter, publicly disseminate the report of the
Monitoring Agency on our website as well as submit the same to the Stock Exchange(s), including the
statement indicating deviations, if any, in the use of proceeds from the objects stated above. Such statement
of deviation shall be placed before the Audit Committee for review on an annual basis. Pursuant to the SEBI
Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee, the uses and
applications of the Net Proceeds. The Audit Committee shall make recommendations to our Board for further
action, if necessary.
Further, according to the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges, on a
quarterly basis, a statement on material deviations and variations, if any, in the utilization of the proceeds of
the Issue from the objects of the Issue as stated above. Our Company will disclose the utilization of the Net
Proceeds under an appropriate separate head along with details in our balance sheet(s) until such time as
the Net Proceeds remain unutilized clearly specifying the purpose for which such Net Proceeds have been
utilized. This information will also be published in newspapers simultaneously with the interim or annual
financial results after review by the Audit Committee and its explanation in the director’s report.
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STATEMENT OF TAX BENEFITS
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SECTION IV – ABOUT THE COMPANY
INDUSTRY OVERVIEW
Introduction to the Digital Media Industry
The Indian M&E industry is a sunrise sector for the economy and is making significant strides. Proving its
resilience to the world, Indian M&E industry is on the cusp of a strong phase of growth, backed by rising
consumer demand and improving advertising revenue. According to a FICCI-EY report, the advertising to GDP
ratio is expected to reach 0.4% by 2025 from 0.38% in 2019.
Market Dynamics
According to the FICCI-EY report 2021, the media and entertainment business is estimated to grow 25% to
reach Rs. 1.73 trillion (US$ 23.29 billion) in 2021.
According to an EY report, the Indian media and entertainment (M&E) sector stood at Rs. 1.38 trillion (~US$
19 billion) in 2020 and is estimated at Rs. 1.73 trillion (~US$ 23.7 billion) in 2021. Further, it is projected to
grow to Rs. 2.23 trillion (~US$ 30.6 billion) by 2023 due to acceleration of digital adoption among users across
geographies. Television would account for 40% of the Indian media market in 2024, followed by print media
(13%), digital advertising (12%), cinema (9%), and the OTT and gaming industries (8%). The market is
projected to increase at a CAGR of 17% between 2020 and 2023. In FY20, digital and online added revenue
stood at Rs. 26 billion in the M&E sector and their contribution to the sector increased to 23% in 2020 from
16% in 2019.
Advertising revenue in India is projected to reach Rs. 915 billion (US$ 12.98 billion) in 2023, from Rs. 596
billion (US$ 8.46 billion) in 2020. India’s subscription revenue is projected to reach Rs. 940 billion (US$ 13.34
billion) in 2023, from Rs. 631 billion (US$ 8.95 billion) in 2020. According to 'India: Online Video Trends and
Omdia Consumer Research Highlights' report published by Omdia (published in 2021), the Indian SVOD
market, with OTT video subscriptions, reached ~62 million in 2020 from ~32 million in 2019. According to EY-
Parthenon, India’s publishing industry is likely to reach Rs. 80,000 crore (US$ 10.74 billion) by 2024.Key
growth drivers included rising demand for content among users and affordable subscription packages.
According to the FICCI-EY media and entertainment industry survey, those who watch online videos through
bundled packages (online video services bundled with mobile and broadband connections) will account for
half of all online video viewers (399 million) by 2023, up from 284 million in 2020.
As of 2020, India registered 803 million online video viewers, including streaming services and videos on free
platforms such as YouTube. Mobile video viewers stood at 356 million in 2020, driven by rising number of
users preferring video content over the last few years.
OTT video services market (video-on-demand and live) in India is likely to post a CAGR of 29.52% to reach
US$ 5.12 billion by FY26, driven by rapid developments in online platforms and increased demand for quality
content among users.
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References: Media Reports, Press Releases, Press Information Bureau, Department for Promotion of
Industry and Internal Trade, CRISIL Report
(Source : https://www.ibef.org/industry/media-entertainment-india.aspx)
The pandemic’s impact saw the media and entertainment sector reduce its size to what it was in 2017 – a
drop of 24% to Rs. 1.38 trillion in 2020 as per the report issued by FICCI and EY. However, the continued
growth of the Digital Media being the segment in which our Company operates, witnessed positive
movement. As per industry estimates, the Digital Media segment is expected to continue to expand at a CAGR
of 22% for the next three years and reach a size of Rs. 425 billion by 2023, taking its share in the sectoral pie
from 17% in 2020 to 19% in 2023.
Revenue Model
The revenue model of the M&E sector broadly consists of income from advertising and subscription.
Innovative monetization strategies for content and newer distribution channels have resulted in not only
faster growth but increasing the reach of the Indian M&E sector in terms of width and depth. Today, the
content on all these segments includes in varying degrees video, audio, text, and experiences, making the
M&E industry players medium agnostic in terms of content creation. The trend is towards an increased focus
on video primarily at the expense of text.
The wider social transformation seen in 2020 due to the COVID pandemic has also accelerated the shift
towards digitization and digital media that was gathering traction on account of increased broadband
penetration, the proliferation of cheaper smart devices, and a young population in India. The news media
segment has also seen this transition to digital and has seen the traditional news media players, both TV and
Print, try to establish a digital presence through websites, apps, e-papers, video channels, social media
channels, syndication/ partnerships and more. In addition to the traditional media, the segment has a strong
presence of pure-play digital news media players, multiple news agencies, and a host of news aggregator
sites that curate news and current affairs content.
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For the M&E sector, the advertising revenue fell by 25% and the subscription revenue by 20%. For the Digital
Media segment, the advertising revenues were flat in 2020, however, the subscription revenues saw a growth
of 49% as the digital content consumption saw a boost due to the lockdown. A similar swell was seen in online
news viewership, which is expected to have seen unique visitors jump from 394 million in the previous year
to 454 million in 2020.
Revenue Share of Segments – Media & Entertainment Industry
While the advertising revenues are expected to recover handsomely from the drop in 2020, the subscription
revenues are expected to stay at a higher level than advertising through to 2023. The share of subscription
revenues in 2021 and 2023 was estimated to be 50.8% and 50.7% respectively. The share of Digital Media in
the advertising pie was expected to remain at the same level as 2020 in 2021, i.e., 32%.
Relevant Trends in Digital News Media:
1. Increase in per capita consumption of online news: 52% of respondents in an online survey confirmed their
online news consumption was more or much more than before post the pandemic. Industry estimates put
the permanent loss of circulation for the print segment due to a break in habits when newspapers were not
delivered due to lockdown or stoppage of subscription due to financial situation at 5 – 10%. This audience
has largely shifted to digital news media.
2. Regional content rules: Regional language online newspapers bagged 9 spots out of the 10 in the list of top
online newspapers.
3. Increasing use of mobile in accessing digital news: 12% growth in downloads of online news and magazine
apps in 2020 to 305 million.
4. Pay-wall/ subscription model: Many leading print publications implemented a pay-wall or subscription
model for their digital platforms This also resulted in a rise in their paid subscribers for the online portals.
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5. Micro-sites/ independent platforms drive higher subscription revenues: Micro-sites or separate platforms
launched for their well-liked content categories by online magazines led to an elevation in subscriptions from
India’s top 10 cities, the key markets.
6. The Indian government notified the Information Technology (Intermediary Guidelines and Digital Media
Ethics Codes) Rules, 2021 (Intermediary Rules) on February 25, 2021, that will cover media intermediaries
including digital news platforms, OTT platforms, and content providers. The major parts of the rules cover
due diligence and grievance redressal mechanism to be deployed by intermediaries, which includes Digital
News Media, and the code of ethics and procedure for Digital News Media (and others). The Digital News
Media was not regulated in the rules notified previously in 2011. This is likely to increase the compliance
costs and risks of regulatory interference and overreach for the Digital News Media segment.
Revenue Share of Segments – Media & Entertainment Industry
While the advertising revenues are expected to recover handsomely from the drop in 2020, the subscription
revenues are expected to stay at a higher level than advertising through to 2023. The share of subscription
revenues in 2021 and 2023 was estimated to be 50.8% and 50.7% respectively. The share of Digital Media in
the advertising pie was expected to remain at the same level as 2020 in 2021, i.e., 32%.
(Source: FICCI EY’s March 2021 Report “Playing by new rules” on the Media & Entertainment Industry)
Recent development/Investments
• In November 2021, media consulting firm Ormax Media, launched an OTT Brand Health Tracking Tool
called Ormax Brand Monitor (OBM). The tool is based on syndicated research conducted every month
among SVOD & AVOD audiences across India, to track the performance of 16 OTT platforms on key brand
measures.
• In November 2021, social gaming platform WinZO, with Kalaari Capital announced a new investment
initiative, ‘Gaming Lab’, to encourage and support India’s gaming ecosystem.
• In November 2021, digital entertainment and technology company JetSynthesys, partnered with Mr.
Sonu Nigam, an artiste, to launch the Indian music industry's first-ever NFT (Non-fungible token) series.
• In November 2021, media consulting firm Ormax Media, launched an OTT Brand Health Tracking Tool
called Ormax Brand Monitor (OBM). The tool is based on syndicated research conducted every month
among SVOD & AVOD audiences across India, to track the performance of 16 OTT platforms on key brand
measures.
• In November 2021, The Viral Fever (TVF), a video on-demand and over-the-top streaming service, raised
US$ 2 million in debt from Mumbai-based venture debt firm BlackSoil.
• In October 2021, Star & Disney India signed advertising deals worth ~Rs. 1,200 crore (US$ 160.16 million),
for the ICC T20 World Cup, marking a three-time rise over the last tournament, which was held in 2016
in India.
• In October 2021, Toch.ai, a SaaS platform for the video content industry, raised US$ 11.75 million in
Series A funding. Moneta Ventures, Baring Private Equity India, Mr. Binny Bansal, Ventureast, 9 Unicorns,
Anthill Ventures, Cathexis Ventures, SOSV, Artesian and Innoven Capital participated in the funding
round.
• In October 2021, Indian telecom major Bharti Airtel, launched its Video Platform as a Service (CPaaS)—
‘Airtel IQ Video’. The solution, developed by Airtel’s in-house engineering teams, will allow
entertainment companies and broadcasters to offer OTT video services with minimal investment by
leveraging Airtel’s video cloud platform.
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• In October 2021, Times Network announced the launch of Times Now Navbharat — a Hindi news channel
— and ET NOW Swadesh — a Hindi business news channel—in the US, Canada and key international
markets, in partnership with Yupp TV.
• In the second quarter of 2021, smart TV shipments from India increased by 65% YoY, due to rising
expansion activities adopted by original equipment manufacturers (OEMs) for their smart TV portfolios.
• In September 2021, Zee Entertainment Enterprises (ZEEL) announced a plan to merge with Sony Pictures
Networks India. As part of this agreement, Sony plans to invest US$ 1.57 billion in the merged entity.
• In September 2021, Netflix India signed a multi-year agreement with Excel Entertainment to strengthen
its original series share in India.
• In September 2021, Reliance Entertainment signed a 10-film agreement with T-Series at a transaction
value of Rs. 1,000 crore (US$ 135.61 million).
• In July 2021, WinZO, a leading gaming and entertainment platform, secured US$ 6 million in a Series C
investment round that was headed by Griffin Gaming Partners of California, bringing the company's total
capital raised to US$ 90 million.
Government Initiatives
The Telecom Regulatory Authority of India is set to approach the MIB, with a request to fastrack the
recommendations on broadcasting, in an attempt to boost reforms in the broadcasting sector. The
Government has agreed to set up National Centre of Excellence for Animation, Gaming, Visual Effects and
Comics industry in Mumbai. The Indian and Canadian Governments have signed an audio-visual co-
production deal to enable producers from both the countries exchange and explore their culture and
creativity, respectively.
In October 2021, Prasar Bharati decided to auction its archives with the hope of monetising the content
through sale to television and OTT Platforms.
In June 2021, the MIB notified the Cable Television Network (Amendment) Rules, 2021, which aims to
establish a three-layer statutory mechanism for citizens to raise grievances with respect to broadcasted
content.
As part of the expansion to include all digital platforms and digital players under a single roof, in May 2021,
the Indian Broadcasting Foundation (announced the move to be renamed as the Indian Broadcasting and
Digital Foundation.
As per the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, IBDF
would also form a self-regulatory body) soon.
To ease filming in railways, the Film Facilitation Office set up in the National Film Development Corporation
collaborated with the Ministry of Railways to develop an integrated single window filming mechanism to
streamline the permission process for filming across railway premises.
In November 2021, the government announced that it is working towards creating a National Centre of
Excellence for AVGC (animation, visual effects, gaming and comics).
On February 25, 2021, the government outlined the Information Technology Rules to establish a progressive
institutional mechanism and a three-tier grievance redressal framework for news publishers and OTT
platforms on the digital media.
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Road Ahead
Indian M&E industry is on an impressive growth path. The industry is expected to grow at a much faster rate
than the global average rate. Growth is expected in retail advertisement on the back of several players
entering the food and beverages segment, E-commerce gaining more popularity in the country, and domestic
companies testing out the waters. Rural region is also a potentially profitable target.
Note: Conversion rate used for November 2021 is Rs. 1 = US$ 0.01336
(Source : https://www.ibef.org/industry/media-entertainment-india.aspx)
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OUR BUSINESS
Some of the information in this section, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. Before deciding to invest in the Equity Shares,
Shareholders should read this entire Letter of Offer. An investment in the Equity Shares involves a high degree
of risk. For a discussion of certain risks in connection with investment in the Equity Shares, you should read
“Risk Factors” on page 27 of this Letter of Offer , for a discussion of the risks and uncertainties related to
those statements, as well as “Restated Financial Information” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 132 and 220 respectively, for a discussion of
certain factors that may affect our business, financial condition or results of operations. Our actual results
may differ materially from those expressed in or implied by these forward-looking statements. Unless
otherwise stated, the financial information used in this section is derived from our Restated Financial
Statements.
Our Company was originally incorporated as ‘Gaurav Mercantiles Limited at New Delhi on May 31, 1985 as a
public limited company, under the Companies Act, 1956 and a Certificate of Incorporation was issued by the
Registrar of Companies, Delhi and Haryana at New Delhi. Thereafter our Company obtained a Certificate of
Commencement of Business on June 06, 1985. The name of our Company has been changed to its current
name vide the fresh Certificate of Incorporation dated September 21, 2020.
The Registered Office of our Company was shifted from the State of Delhi to the State of Maharashtra
pursuant to the provisions of the Companies Act, 1956 and a fresh Certificate of Incorporation was issued by
the Registrar of Companies, Maharashtra on December 10, 2007. Our Company once again shifted its
Registered Office from the State of Maharashtra to the National Capital Territory of Delhi pursuant to the
provisions of the Companies Act, 2013 and a fresh Certificate of Incorporation has been issued by the
Registrar of Companies, Delhi on November 18, 2020. Our CIN is L74110DL1985PLC373314.
Mr. Raghav Bahl and Ms. Ritu Kapur entered into a Share Purchase Agreement dated November 27, 2018,
with the erstwhile promoters/ members of the promoter group for the acquisition of the management and
13,28,300 Equity Shares representing 66.42% of the share capital of the Company. Pursuant to the said Share
Purchase Agreement, the Promoters acquired 13,28,300 Equity Shares representing 66.42% of the share
capital of the Company on January 08, 2019 and also appointed their nominees on the Board of Directors of
our Company. Pursuant to entering of the said Share Purchase Agreement, Mr. Raghav Bahl, Ms. Ritu Kapur
and Mr. Mohan Lal Jain (as person acting in concert) completed the open offer made to the public
shareholders of the Company on March 03, 2020.
The Main Objects Clause of the MOA were altered to undertake media and entertainment business with the
prior approval of the shareholders vide a postal ballot on May 12, 2019.
Our Company further allotted 14,00,000 (Fourteen Lakh only) CCPS and 1,00,00,000 (One Crore only) Equity
Warrants to the Promoters / members of the Promoter Group and other identified investors, on a
preferential basis on May 25, 2019. The CCPS and the Equity Warrants have since been converted into Equity
Shares.
Our Company acquired the digital content business, being operated under brand name of “The Quint”, of
QML, a company under common control in accordance with IND AS, pursuant to the Business Transfer
Agreement dated May 06, 2020. The Company completed the acquisition of the digital content business of
“The Quint” on July 1, 2020 in terms of the said Business Transfer Agreement and commenced the relevant
operations on a going-concern basis w.e.f. July 1, 2020.
Our Company entered into the QMP SPA to acquire 100% equity shares and securities of QML including its
underlying stake in QBML, Quintype India and YKA Media. Further, the Company also entered into the
Spunklane SPA acquire 47.92% stake in Spunklane Media. The said acquisition of 100% equity shares and
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securities of QML including its underlying stake in QBML, Quintype India and YKA Media and 47.92% equity
stake in Spunklane Media was completed on January 19, 2022.
Our Business
The Company is presently operating in the M & E business through its presence in the digital news media
segment with three leading digital media platforms viz.: “www.thequint.com”, “www.hindi.thequint.com”
and www.thequint.com/fit.
The digital media platforms of the Company disseminate news, opinions, and current affairs content on India
and the world covering multiple categories such as governance, politics, economy, business, entertainment,
sports, technology, education, lifestyle, health and fitness, gender issues, and more. The content is
purposively oriented towards digital engagement and speaks in the language of its target audience. To
address varied interests and viewing habits of the audience, various formats including live news, blogs, hot
wires, photos, videos, articles, quint lab (interactive content, special projects, statistics/ infographics, etc.),
explainers, audio podcasts, fact checks and more.
Each of the digital media platforms also have their own social media channels on all major platforms including
Facebook, Instagram, YouTube, Twitter, and more. The social media channels have a substantial number of
followers or subscribers and a sizeable part of the total engagement and views generated by the Company
are on social media. Our Company is the only listed pure-play digital news media player in India. We stand
out amongst our peers for our high standard of journalism, content innovations, and ability to engage the
millennial and zoomers.
Our Strengths
A diverse newsroom with special focus on sensitive issues:
As a newsroom, we seek to be as diverse as possible, with a special focus on sensitive issues like gender —
such that our news represents the issues and voice of all sections of society. We are participative in our
approach to newsgathering – with a robust citizen journalism vertical, My Report – and we partner with our
readers in our hunt for fake news, through our WebQoof vertical. Our reporters fan out into deep interiors
of the country for ground reports — finding stories that often get drowned out in prime-time debates. We
have eminent authors writing for our Opinion section and we aim to bring as much diversity to the voices on
our site as possible.
Building a sense of Inclusivity through our reader community
Our journalism aims to be extensive, yet inclusive; hard-hitting, yet sensitive — a platform for marginalised
voices and stories from India’s remotest corners. We believe that the future of journalism will follow a
collaborative model between publishers and readers, one that directly engages with the community, and
actively seeks insights, inputs, and direction from our audience.
My Report, our community platform for citizen journalists, to tell us what’s making news on your home turf.
The aim is to empower you – the citizen – to amplify and resolve community-based issues. The process is
simple, direct, and personal. Reach out to the My Report team, and we will walk you through the procedure
and guide you on how to tell your story more effectively and powerfully.
Experienced management team
Our management team, as mentioned below, comprises industry executives with a significant number of
years of experience in the Indian media and entertainment industry across various functions. For example,
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our founder and Managing Director, Mr. Raghav Bahl, has been named “Media Person of the Year” by the
AllIndia Management Association in 2011 and “Entrepreneur of The Year for Business Transformation” by
Ernst & Young in 2007.
Our management’s expertise with and knowledge of the Indian media and entertainment industry allow us
to constantly evolve and innovate in this space.
Name Designation Experience

Ms. Ritu Kapur Managing Director and Chief Executive 30+ years
Officer
Mr. Piyush Jain Business Head- Special Projects 25+ years
Ms. Devika Dayal Chief Revenue Officer 21+ years
Mr. Rohit Khanna Managing Editor, The Quint 30+ years
Mr. Monica Sarup Deputy Editor, News 18+ years
Mr. Santosh Kumar Executive Editor, Hindi Quint 24+ years

Mr. Tridip Kanti Mandal Creative Head 18+ years
One of the first to support India’s growing Digital News Media
The Quint is a founding member of the DIGIPUB News India Foundation, established to help ensure a healthy and
robust digital news ecosystem. The platform represents digital news media organisations, with its membership
open to digital-only ventures, as well as media commentators and independent journalists active in the digital news
space. Together, the members of DIGIPUB News India Foundation aim to represent, amplify and evolve best
practices that are independent and uphold the highest standards of journalism.
Strategic collaboration with local and global media company
We believe that we derive substantial benefits from the association with our partners and that our partners
recognise the value we bring to these ventures which is demonstrated by their willingness to collaborate with us
for extended periods. We believe that our alliances and partnerships provide us with greater market visibility,
significant synergy upsides through sharing of strengths, reputational benefits and will assist us in continuing to
build our businesses, both in India and internationally
Corporate Structure
Our Company, pursuant to the approval of the shareholders on December 31, 2021 has acquired 100% equity shares
and securities shareholding of QML and 47.92% equity stake in Spunklane Media on January 19, 2022. These
acquisitions, hence, are strategic steps for expansion & diversification into digital media segments and access to
technology to help create, distribute and monetize content.
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The group structure of our Company is as under:
Existing group structure:
Promoters Public
56.55%* 43.45%*
Quint Digital
Media Limited
100%
47.92%
Quintillion Media Limited 36.42%
50.41% (Subsidiary)
Quintype Technologies 74.03% YKA Media Private Limited Spunklane Media Private
India Limited
(Associate) Limited (Associate)
(Subsidiary)
Quintillion Business Media

25.97%
Limited
Bloomberg L.P.
*Shareholding as on September 30, 2022 on a fully diluted basis
Note:
1. QML has entered into a Share Purchase Agreement dated January 10, 2022 with Bloomberg L.P. to
acquire 25.97% shares in QBML. The closure of the transaction is pending completion of customary
closing conditions.
2. QML has entered into the AMG Media SPA to transfer 49% shares in QBML to AMG Media. The
closure of the transaction is pending completion of customary closing conditions including closure of
the transaction with Bloomberg L.P pursuant to the Share Purchase Agreement dated January10,
2022.
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Proposed group structure:
Promoters Public
56.55%* 43.45%*
Quint Digital
Media Limited
100%
47.92%
Quintillion Media Limited 36.42%
78.19%
(Subsidiary)
Quintype Technologies 51% YKA Media Private Limited Spunklane Media Private
India Limited
(Associate) Limited (Associate)
(Subsidiary)
49% Quintillion Business Media

Limited
AMG Media Networks

Limited
* Proposed shareholding on a fully diluted basis
A. Business profile and relationship of various entities with QDML:
Name of Entity Existing Relationship Proposed Relationship Business Description

with Quint Digital with Quint Digital
Media Limited Media Limited
Quint Digital NA NA Company is engaged in owning and
Media Limited operating a digital media news
platform viz. www.thequint.com
Company owns a) 100% stake in QML

and b) 47.92% stake in Spunklane
Media
QML 100% subsidiary 100% subsidiary QML presently holds following stakes
in group companies:
1. QBML (Subsidiary)
2. Quintype India (Subsidiary)
3. YKA Media (Associate)
QBML 74.03% (Subsidiary of 51% (Subsidiary of QML, QBML is a business and financial
QML, step-down step-down subsidiary of news company and operates a
subsidiary of the the Company) leading business news digital
Company platform viz. www.bqprime.com in
India.
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Quintype India 50.41% on a fully 78.19% on a fully Quintype India is a media tech
diluted basis diluted basis company and is engaged in providing
(Subsidiary of QML, (Subsidiary of a Software-As-A-Service platform to
step-down subsidiary Quintillion Media on digital media publishers.
of the Company) Limited, Step-Down
Subsidiary of Quint
Digital Media
Limited) on a fully
diluted basis
Spunklane 47.92% (Associate) 47.92% (Associate) Spunklane Media is a digital media
Media entity engaged in the business of
operating a digital only news platform
viz. “The News Minute” which is
reporting and writing on issues in
India, with a specific focus on the
southern States.
YKA Media 36.42% (Associate of 36.42% (Associate YKA Media is a media platform
QML) of QML) (www.youthkiawaaz.com) for young
changemakers who want to change
the world.
The Company acquired 100% ownership of QML (including investments in QBML, Quintype India and YKA
Media) and 47.92% stake in Spunklane Media w.e.f January 19, 2022. The aforesaid transactions were
approved by the Board of Directors and the shareholders of the Company on November 10, 2021 and
December 31, 2021 respectively.
B. Details of acquisition of stake in YKA Media by Quintillion Media Limited
# Date of No of Securities Amount Date of approval by Date of approval

Agreement (INR) Board of Directors by Shareholders
1 August 14, 2,882 equity shares 4,00,00,000 July 23, 2015 July 24, 2015
2015
2 July 03, 2,00,000 Compulsory 2,00,00,000 June 22, 2018 June 25, 2018
2018 Convertible Debentures
(Note 1)
Note 1: The Compulsory Convertible Debentures have been converted into 2,846 equity shares.
Note 2: Pursuant to the transfer of 100% ownership of QML to the Company, entire 5,728 equity shares of YKA Media
are indirectly owned by the Company.
C. Details Acquisition of stake in Spunklane Media by Quintillion Media Limited
# Date of No of Amount Date of approval by Date of approval by

Agreement Securities (INR) Board of Directors Shareholders
1 December 2,40,000 6,00,00,000 November 9, 2015 November 11, 2015
1, 2015 equity
shares
2 June 26, 1,28,000 6,00,00,000 June 22, 2018 June 25, 2018
2018 equity
shares
Note 1: Spunklane Media had transferred 3,68,000 equity shares of Spunklane Media to Mr. Raghav Bahl on March 30,
2020.
Note 2: Mr. Raghav Bahl has transferred 3,68,000 equity shares of Spunklane Media to the Company for INR 5,65,90,862
on January 19, 2022.
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We work under the guidance and mentorship of our Promoter, Mr. Raghav Bahl, who has more than 35 years
of experience in the field of television and journalism. He is ably assisted by Ms. Ritu Kapur, who is the Chief
Executive Officer and Managing Director and Mr Mohan Lal Jain. Ms. Ritu Kapur has more than 25 years of
experience in the field of television and journalism and Mr. Mohan Lal Jain has a wide range of experience in
advisory, investment planning, overseas structuring and compliance for various clients in Media &
Entertainment, Trading, Solar and Real Estate sectors over the last 31 years.
Our restated revenues from operations for Financial Year ended 2022 was ₹ 5597.62 Lakhs, our restated
EBITDA for Financial Year ended 2022 was ₹ (1,066.56) Lakhs and we registered a loss of ₹ (2,487.32) Lakhs
for the Financial Year ended 2022. Our restated revenues from operations for Financial Year 2021 was
₹3,544.52 Lakhs, our restated EBITDA for Financial Year 2021 was ₹ (2,955.91) Lakhs and we registered a loss
of ₹ (6,111.71) Lakhs for the Financial Year 2021. For further details, please refer to the section titled
“Restated Financial Information” on page 132 of this Letter of Offer.
Our operations:
Following is our revenue from operations as per the restated financial statement for the financial years ended
March 31, 2022, March 31, 2021 and March 31, 2020 and unaudited and reviewed consolidated financial
statements as on half year ended September 30, 2022.
(₹ in Lakhs) (Consolidated – Restated)
Particulars Half year Financial Year Financial Year Financial
ended 2022 2021 Year 2020
September
2022*
Total revenue from 3,638.17 5,597.62 3,544.52 2,833.82
operations
*unaudited, reviewed
For further details, please refer to the section titled “Restated Financial Information” on page 132 of this
Letter of Offer.
Our Business Strategy
The Company operates in the M&E business through its presence in the digital news media segment with
three leading digital platforms viz.: “www.thequint.com”, “www.hindi.thequint.com” and
www.thequint.com/fit. .
The Quint disseminates digital news through op-eds, feature content, in-dept analysis on critical issues, video
stories, podcasts, infographics and much more. The content ranges from relevant topics in India and the
world covering multiple categories such as governance, politics, economy, business, entertainment, sports,
technology, education, lifestyle, health and fitness, gender issues, and more. The content is mobile first, easy
to consume and digital friendly- our goal is to engage with our readers in innovative yet easy to understand
formats to bring them news that is accurate and informative.
As the world around us changes rapidly, so must journalism and news platforms, in order to stay useful to its
readers. To keep up, we periodically take stock of topics, issues, and causes that are relevant to the times we
live in and ensures that these stories do not go untold.
At the centre of our business is constant increasing the reader pool to be able to grow the health of the
websites and increase user engagement. This will result in increase in time spent onsite and will help us
increase avenues for monetisation. The second important focus area is to grow our international audience
pool to be able to get more people to sample and start reading our content- onsite. In terms of revenue,
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the main sources in the current business (i) Branded Content & Ad Operations: This directly feeds into sales.
At present this drives a large chunk of our business will continue remain our primary focus with constant
innovations and formats to keep our clients engaged. (ii) Syndication and Alliances: Our syndication partners
like Daily Hunt, Inshorts, Jio news and so on contribute a small share towards the business. However, this is
a large component of marketing that helps create top of mind recall and brand awareness amongst the
readers. (iii) Membership & Special Projects: Our membership & special projects vertical that recently started
has huge potential for growth. This is a cost and resource intensive revenue line which needs implementation
of various tools at the backend and manpower to drive the business. In a short span, we have seen a decent
uptake in revenue for this and hope to scale this business further in the near future. (iv) Special Grants &
Partnerships: We regularly apply for special grants to be able to partner with larger organisations for our
special projects. Recently, The Quint’s fact check program was selected by Google News Initiative for a
monetary grant- that will help us stop the spread of covid vaccine misinformation. Similarly, in the past, we
have also partnered with Facebook & Google on our editorial flagship properties like Me, The Change & BOL:
Love Your Bhaasha.
As part of our growth strategy, we anticipate launching Quint World, our international digital news platform
that will target the Indian diaspora in the USA. Soon, we also hope to launch a paywall model on The Quint
where all our premium content (Op-eds, Feature stories and so on) will be restricted to subscribers only. Each
new business venture will involve substantial development costs and resources as well as the attention of
our management.
In order to successfully implement our growth strategy, we must continuously improve our operational and
financial systems, expand our network and system infrastructure, retain and hire qualified personnel,
enhance the effectiveness of our financial controls and procedures and provide attractive and reliable
products to consumers.
Our Products and Services
A1. The digital platforms that we have are as under:
THE QUINT
As India’s top digital news media platform, The Quint brings you the story in whichever way you want—on
your phone, through videos, fact checks, op-eds, infographics, animations, and documentaries. Our
journalism aims to be extensive, yet inclusive; hard-hitting, yet sensitive—a platform for the marginalised
voices and stories from India’s remotest corners. We are proud of our robust citizen journalism vertical, My
Report— and also tie-up with our readers in our hunt for fake news, through WebQoof. Some of our top
focus areas include health, gender, law, climate change, the economy, and unemployment. What makes us
different from most legacy media is that we consistently challenge the status quo—through in-depth, visually
powerful, community-driven stories, features, and interactive multimedia formats.
HINDI QUINT
We at Hindi Quint are aiming at cutting-edge journalism, where a team with curiosity-
driven producers, editors, and ever-ready designers, work behind the scenes to create in-depth reports from
the deep interiors of the country for ground reports. At Hindi Quint, we create stories that represent the
issues and the voice of people from different sections of the society. From creating trending videos that hit
the real issues, fact-checking information that is disseminated easily, our team has been creating a difference
with news analysis and explainers that strike conversations and create perspectives. Our aim is to bring as
much diversity to our stories as we continue to lead the ecosystem for Hindi news.
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FIT
Quint FIT focuses on news encompassing everything you must know about your health, body, sex, and mind.
With latest developments in the mental health and pharmaceutical industry, we’re fact checking information
for you, so that you can stay updated with trending news. Our reporters look at issues critically to create
factual and balanced stories with scientific data to inform the masses. Quint FIT focuses on Her Health,
alternative remedies, Diabetes, treatment and vaccine, and a lot more, so you remain FIT.
A2. Our investments:
The News Minute
The News Minute is one of India’s most widely read independent digital news platform, having a specific
focus on the five southern states. It was founded by Dhanya Rajendran, Chitra Subramaniam and Vignesh
Vellore in 2014. The News Minute publishes and disseminates news, ground reportage, news analysis and
opinions in text and audio-visual formats to millions of readers every month. Reporting on a wide range of
issues and events, The News Minute has deep access in the southern states, and has emerged as a strong
voice in Indian media, setting the standards for sensitive coverage of various social issues.
Quintype India believes that the digital ecosystem is advancing at a faster pace, and so are the stories waiting
to be told. Quintype India’s focus remains to create a difference, and we’re ensuring that technology can help
in scaling businesses by creating visually driven content on the internet. Quintype India’s engineers, product,
design and customer success teams are creating an effortless network system where we gather and analyze
data because every worthy story will be told, because anyone can be a publisher. Mr. Chirdeep Shetty is the
Chief Executive Officer at Quintype.
YKA Media is India’s largest, completely crowdsourced platform for young people to write and share stories
on things that matter. With over 150,000 writers (as of Jan 2022) from across India, YKA Media hosts one of
the largest young writers community in South Asia. YKA Media also runs high impact fellowship programs and
trainings to enable India’s youth to create, learn and grow together.
QBML is a business and financial news company and operates a leading business news digital platform viz.
www.bqprime.com in India. Founded in 2016 as ‘BloombergQuint’, it was the first digital only, multimedia
brand. In the years since, it has built a news and views service well-recognised for its independent, analytical
and insightful coverage of the economy, business, financial markets, law and policy.
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QBML’s main content is based on the Indian economy, international finance, corporate law & governance and
business news, amongst others through its digital platform.
B. Flagship properties are
ME, The Change: The Quint’s “Me, The Change” campaign, in collaboration with Facebook India, focused on
first-time women voters through the stories of ten women ‘achievers’ — women in small cities and villages
who have overcome their immediate struggles to do something extraordinary and are now working to
multiply this impact in their communities. We will be hosting an event to felicitate these achievers and spark
a discussion on the issues that matter to first-time women voters ahead of the 2019 elections.
As part of the initiative, The Quint conducted a nationwide survey to understand what first-time women
voters seek from the new government. Throughout the campaign, The Quint invited stories from and of
young women achievers. The main aim of the campaign was to promote the ‘Go Vote’ campaign
to educate young women about the power of their vote.
BOL - Love Your Bhasha: ‘Bol – Love Your Bhasha' – an initiative by Quint Hindi and Google India, was a
month long campaign that promoted vernacular languages and finally culminated as a daylong event held on
Tuesday, 18 September, in Delhi.
The day-long event brought together the brightest minds in business, media and publishing, to talk about the
explosion of Indian languages online. This is the first large-scale inclusive day-long discussion of its kind,
completely focussed on the growth and monetisation of Indian languages on the Internet.
Dreamers, Disruptors: As a leader, how do you turn a moment of crisis into an opportunity? Dreamers,
Disruptors - an original series from The Quint and Bloomberg Quint, examines how contemporary CXOs are
dealing with the fallouts of a global pandemic.
Modern-day leadership, especially in a post-COVID world, demands a far more agile style of management,
believes Mercedes-Benz India’s VP - Sales and Marketing, Santosh Iyer. In Episode #4, he explains how digital
transformation helped offset several of the challenges faced by customers, partners, and employees. Stories
of Santosh Iyer of Mercedes-Benz India, and Karan Bedi, CEO, MX Player were among the viewers’ favorites.
The HOPE series: The HOPE series is a video IP profiling individual stories of strength, perseverance and
innovation that stand out in the current times.
C. Special Programs are:
WebQoof: From using in-house technology to on-ground reportage, our fact-checking arm, WebQoof
integrates multiple sources of information to verify dubious claims and forwards. In 2020, WebQoof became
a signatory of the Poynter Institute’s International Fact-Checking Network (IFCN) ‘Code of Principles’. IFCN
principles are followed by fact-checkers across the globe to promote transparent and non-partisan fact-
checking.
As propaganda and hate-driven disinformation campaigns escalate rapidly, WebQoof has been at the
forefront of exposing false viral claims and bringing out the truth. Today, WebQoof attracts a dedicated
audience that not only reads our stories but also participates by bringing attention to claims circulating on
social media. A video-first platform, WebQoof attempts to convert its fact-checked stories into quick videos,
so it reaches a wider audience.
My Report: This is a community platform for citizen journalists, to tell us what’s making news on your home
turf. The aim is to empower you – the citizen – to amplify and resolve community-based issues. The process
is simple, direct, and personal. Reach out to the My Report team, and we will walk you through the procedure
and guide you on how to tell your story more effectively and powerfully.
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Special Projects: The Quint’s special projects include powerful documentaries, long-form investigative
reports, and deep dives into issues of social and national interest. Our journalists often risk their lives and
health to cover these stories to provide that extra edge to our audience’s understanding and involvement
with the news. Many of these projects are developed over months, and several adopt innovative storytelling
methods that are often first-of-their-kind in the industry.
GNI-Fact Check Project: The Quint has been awarded a monetary grant by Google Asia Pacific P. Ltd as a part
of the Google News Initiative project to support journalistic efforts to fact-check misinformation about the
COVID-19 immunization process in India,"
D. Special Features
Raghav’s Take: The Editor-In-Chief of The Quint, Raghav Bahl’s exclusive segment on matters of national
interest
Yeh Jo India Hai Na: Like no other news platform in the country, this segment humanizes India, its leaders
and people, critically looks into crises and puts forward tangible prospects of resolution on various matters.
Kaafi Real: A cartoon series that presents the real-world scenario, with a touch of irony. Mirroring the real
impact of issues that barely get attention or are cast into oblivion, this series keeps it real.
Janab, Aise Kaise? : This section creates quirky videos with outstanding humour and holds an issue right at
its neck, saying what needs to be said: plain, simple and no-nonsense.
Sexolve: This segment addresses the concern of adolescents and parents on issues concerning sex and love.
A step towards normalising everyday woes.
How to ___? How to is a new series explaining how to do common, trending tasks via innovative videos.
Urdunama (Podcast): A remarkably designed series of podcasts, Urdunama takes the Urdu language to
people, transcending the barriers of communication and most importantly connecting these expressions to
situations around us, for instance, the ’Khair’ for everyone conversation regarding COVID times.
The BIG story (Podcast): Stories that others do not bring to you. Stories like the Black Fungus infection in
COVID survivors were explained in length in this segment, taking listeners into a world where they believe
and rationalise the stories they are consuming.
Explainers: The myths and facts of news and stories need specific attention, and this is where We do that.
Concerns like whether the AP Variant of COVID-19 is dangerous etc. have created curiosity in the minds of
viewers and a breaking down these complex ideas and news items is what makes the essential leader
indispensable!
FAQs: Carefully designed segments where various queries of the viewers are compiled together And
addressed. Questions that are valid, questions that are unanswered – the essential leader ensures the
required attention to these!
Documentaries: Well-structured, research-based, wonderfully laid down documentaries that Capture both
the attention and the curiosity of the viewer. The documentaries here at The Quint are real, captivating, and
game changing!
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Awards and Recognitions
We have received the following awards and recognitions during the Financial Year 2020-21 and 2021-22:
1. Best in Audience Management from South Asian Digital Media Awards 2020 – Last Message from
Galwan – Place Silver
2. Best Native Advertising / Branded Content Campaign from South Asian Digital Media Awards 2020 –
MG Motor # ChangeWhatYouCan – Place Bronze
3. Ramnath Goenka Excellence in Journalism Awards 2020 – Uncovering India Invisible Lynchistan
4. Ramnath Goenka Excellence in Journalism Awards 2020 – Hindi Journalism – Muzaffarnagar Riots
Follow-up
5. StreamCon Asia Awards 2020 – Best Podcast Show – Urdunama by Fabeha Syed – Place Gold
6. Best Audio Content Creator – The Quint’s Podcasts – Place Gold
7. Ramnath Goenka Excellence in Journalism Awards 2020 – Investigative Reporting – Electoral Bonds
Coverage.
8. StreamCon Asia Awards 2020 – Best Video campaign on Facebook – Me The Change Place : Silver
9. WAN-IFRA Awards 2020 – Best Use of Online Video – The Making of Lynchistan : Killing in the Name
of the Cow – Place : Bronze
10. WAN-IFRA Awards 2020 – Best Content Campaign – Bold Bunch – Place Silver
11. WAN-FRA Awards 2020 – Best Nes Website or Mobile Service – Place Bronze
Our Top 5 Customers
Our major customers (Top 5 Customers) for the last three years i.e. FY 2019-20, FY 2020-21 and FY 2021-22
are mentioned below:
(In ₹ Lakhs)
Name of Client 2019-20 2020-21 2021-22
SRFG 61.80
Oppo 58.40 54.53
Ludo Supreme 85.00
Google LLC 187.27
Google Asia Pacific Pte Ltd 137.19 97.73
Global Digital Media Limited 279.10
Facebook Ireland Limited 163.86 474.44 334.66
Amazon 52.70 124.72
Bharti Airtel 147.85 171.96
Utilities:
Power:
As we do not have any manufacturing activity, we use power only for our administrative needs which is
sourced from the relevant Electricity Board.
Fuel:
Our Company does not require fuel.
Waste Management
We do not generate any hazardous waste and do not require any clearance from the Pollution Control Board
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Installed Capacity and Capacity Utilization
Since our Company is in the services sector, we do not have any installed Capacity and Capacity utilization.
Strategic Partners
1. Share Purchase Agreement with AMG Media
AMG Media, a wholly owned subsidiary of Adani Enterprises Limited, has entered into the AMG Media SPA
with QML and our Company to acquire 49% of the paid-up capital of QBML. The said acquisition is subject to
the completion of customary condition precedents including inter alia a) the acquisition of the 25.97% stake
held by Bloomberg L.P. b) obtaining of FC-GPR approval or acknowledgement from the RBI, c) winding up of
the Quintillion Business Media Private Limited Employee Stock Option Plan 2018 and certain other conditions
precedent. The shareholders of the Company have approved the agreement by way of a postal ballot on June
22, 2022. The transaction price has been arrived at on the basis of agreed commercial price between both
the parties, being two unrelated third party entities. The details of the AMG Media SPA for sale of 49% stake
in QBML was disclosed to the BSE (stock exchange where our equity shares are listed) on May 13, 2022, on
the date of the event with all the relevant disclosures and without any delay.
AMG Media is not a related party in any manner.
2. Franchisee Agreement for “Quint World”
Our Company has entered into a Franchisee Agreement effective from April 01, 2022 with Global Digital
Media Limited, a company incorporated under the laws of the British Virgin Islands. Pursuant to the
Franchisee Agreement, Global Digital Media Limited has been appointed as the exclusive franchisee to
operate the Quint Overseas Platform, viz. Quint World. in all parts of the World except India. This platform
will be branded as “Quint World” and will be a geo fenced landing page. The term of this agreement is 5 years
and is subject to the payment of a franchise fee. The agreement will be terminated in case the covenants
imposed on the Franchisor or Franchisee are not met. Further the agreement may be renewed on mutually
acceptable terms 90 days before the expiry of the term. In case the agreement is not renewed or extended
on mutually acceptable terms, one of the parties shall buy out the business undertaking of the Quint Overseas
Platform which shall include the assets and liabilities of the other party associated with the Quint Overseas
Platform in its entirety. The Franchisee Agreement with Global Digital Media Limited was disclosed to the
BSE (stock exchange where our equity shares are listed) on April 22, 2022 with all the relevant disclosures
and without any delay
3. Agreement with BK Media Mauritius Private Limited
Quintype India has entered into a Master Franchise Agreement with BK Media Mauritius Private Limited, a
company incorporated in Mauritius granting franchisee rights for the Middle East Territory. Our Company
and Quintype India have obtained necessary approvals including the approvals of the Audit Committee and
the shareholders, as applicable. The agreement grants promotion rights of Quintype India’s ‘SaaS platform’
in the Middle East Territory (which includes Algeria, Bahrain, the Comoros Islands, Djibouti, Egypt, Iraq,
Jordan, Kuwait, Lebanon, Libya, Morocco, Mauritania, Oman, Palestine, Qatar, Saudi Arabia, Somalia, Sudan,
Syria, Tunisia, the United Arab Emirates, and Yemen). All the existing and future customers in the Middle
East Territory shall form part of the Master Franchise Agreement w.e.f April 1, 2022. The Master Franchise
Agreement is for a period of 10 year and in case BK Media Mauritius Private Limited has not earned a 10%
IRR (calculated in the manner specified under the Master Franchise Agreement), the tenure of the Master
Franchise Agreement shall be extended for such further period till BK Media Mauritius Private Limited earns
the 10% IRR on the total fees.
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BK Media Mauritius Private Limited is wholly owned subsidiary of BK Media Private Limited, an entity owned
by Mr. Raghav Bahl and Ms. Ritu Kapur. Hence, both BK Media Mauritius Private Limited and BK Media
Private Limited are related parties of the Company. As on March 31, 2022, there are no transactions between
the Company and BK Media Mauritius Private Limited / BK Media Private Limited.
4. Investment by IIFL Seed Ventures
IIFL Seed Ventures had vide the Quintype India SSA subscribed to 100 (Hundred) equity shares at ₹12.753
(Indian Rupees Twelve and Paise Seven Fifty-Three Only) per equity share and 19,603,130 CCDs of ₹12.753
(Indian Rupees Twelve and Paise Seven Fifty Three Only) per CCD aggregating to ₹25 Crores (Indian Rupees
Twenty-Five Crores) representing 27.78% of the share capital of Quintype India.
Corporate Social Responsibility
We as a responsible corporate citizen are committed to take up different developmental projects, as part of
our CSR initiatives towards improving the quality of lives of the underprivileged sections of the society and
other stakeholders. However, since the Net Profits of the Company as on March 31, 2022 are below the
threshold limit prescribed by the Companies Act, 2013, the provisions of Section 135 of the Companies Act,
2013 regarding CSR are not applicable to us.
We confirm that none of the share purchase agreements and shareholders agreements contain statements
/ clauses / conditions which are prejudicial / adverse to the shareholders and disclose all such conditions
which might have a bearing on the interest of the shareholders. We further confirm that there are no other
share purchase agreements and shareholders agreements which exist in the name of the Company apart
from those mentioned in the Letter of Offer.
Insurance
Our Company has obtained certain policies such as Commercial Package Policy (covering fire and allied perils,
burglary & theft, money insurance, machinery breakdown, electronic equipment’s insurance, public liability
& portable equipment’s cover) & Group Mediclaim, Group Term Life & Group Personal Accident Policies for
Employees. These policies insure our furniture, fittings, electrical installation, office equipment, stationery,
meter wires, cables, meeting rooms, building superstructure, any other office contents from earthquake, fire,
shock, terrorism, etc. Our Company also has Vehicle Insurance Policies with regards to the Vehicles owned
by our Company.
We have also taken a Directors & Officers Liability Insurance Policy covering all our directors and Key
Management Personnel against the below claims:
a. a written demand for monetary or non-monetary relief; or

b. a civil, criminal, administrative or regulatory proceeding; or
c. an arbitration, mediation or other similar dispute resolution proceeding; or
d. an extradition proceeding if applicable as per policy or
e. a Securities Claim; or
f. an Investigation
Marketing
We have dedicated marketing teams that build and strengthen our brand awareness across all demographic
segments in India and among non-resident Indians throughout the world. The digital space is rapidly growing
and with increase in competition, marketing plays a crucial role in creating top pf mind recall amongst readers
and clients to keep the business healthy.
110
We aim to strengthen our brand through our three marketing segments: Brand marketing, Content
Marketing & Partnerships and Alliances. We also focus on marketing the sub brands like Quint Hindi, Web
Qoof including our flagship programs & special projects. Our marketing efforts span all available media
platforms.
Human Resources
We believe that our employees are key contributors to our business success. As on September 30, 2022, we
have 174 employees including our Directors, who look after our business operations, administrative,
secretarial, marketing and accounting functions in accordance with their respective designated goals.
Following is a department wise employee break-up:
Department Number of
Employees
Corporate 3
Editorial & Production (PCR, Graphics, editors, cameraman, Promo team+ 111
Makeup wardrobe)
Operations & Technology (Store, Software Dev, Engineering , IT , Ingest , Fleet 14
Marketing + Content marketing + Research + Scheduling + Logs + Producer 31
Business Development ( TV + Digital)
HR and Administration 9
Finance 4
Legal and Compliance 2
Total 174
We also have an QDML ESOP Plan 2020 to reward our employees, the details of which have been given on
Page 60 under the head Capital Structure
Intellectual Property Rights
The following trademarks are registered in our name. We have also made applications for the registration of
certain trademarks, the details of which are given below:
S. No Trade Mark Type Application Class Status

Number
1 FIT Word 3687364 38 Registered
4 NEON Word 3687367 38 Pending
7 WEBQOOF Word 3687370 38 Registered
10 Label 3687373 38 Registered
13 The Quint Word 2812717 41 Registered
15 Quint Word 2812719 42 Registered
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Number
19 Device 2928297 38 Refused
20 Device 2928298 41 Refused; re‐
applied; registered as trade m
ark number ‐ 4185459
21 Device 2928299 42 Registered
28 Device 2928306 38 Pending
31 My Report Word 4027068 38 Pending

112
Number
41 What do you Word 5333533 38 withdrawn*

meme?
meme?
meme?
44 Janab, Aise Kaise Word 5333536 38 Pending
47 Me, The Change Word 5333540 38 Pending
50 Raghav's Take Word 5333543 38 Pending
53 Yeh Jo India Hai Na Word 5333907 38 Pending
56 Urdunama Word 5333914 38 Pending
59 The Big Story Word 5333920 38 Pending
62 Janta MasterChef Word 5333924 38 withdrawn*
* These applications have been withdrawn after certain objections were raised by third parties.
Competition
The digital news media sector has low entry barriers and already has many players including traditional news
media and pure-play digital entities. The readership and engagement can be heavily influenced by the
spending on content and digital marketing. This may attract more competitors to enter with greenfield
investments or brownfield invests through large investments in existing competition. Greater the
competition, more fragmented will be the viewership and hence, advertising spends.
113
Health Safety and Environment
We aim to comply with applicable health and safety regulations and other requirements in our operations.
We have implemented work safety measures to ensure a safe working environment, such measures include
general guidelines for health and safety at our offices.
Our Leased Properties
We carry out business operations from the following properties:
S. Details of the Deed/Agreement Particulars of the Consideration Usage

No. property, description
and area
1. No Objection Certificate from Mr 403, Prabhat Kiran,17 No charge for a period Registered
Mohan Lal Jain dated September 22, Rajendra Place, New of 3 years from October Office
2020 Delhi – 110 008 01, 2020
2. Lease Agreement dated October 01, Carnousties’s Building, Rs. 102 per sq. ft till Corporate
2020 between Carnoustie Properties Plot No: 1, 9th Floor, November 2023 and Office
and the Company. Sector 16A, Film City, 7.5% escalation
Area – 6,130 sq. ft Noida – 201301 thereafter
For 5 years from July 01, 2020 to
June 30, 2025
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OUR MANAGEMENT
Our Board of Directors
Our Articles of Association require us to have not less than three (3) and not more than fifteen (15) Directors.
As on date of this Letter of Offer, we have seven (7) Directors on our Board, which includes, Managing
Director, three (3) Non- Executive Directors, three (3) Independent Directors. There are three women
Directors.
Set forth below are details regarding our Board as on the date of this Letter of Offer:
Name, DIN, Date of Birth, Designation, Address, Age Other Directorships

Occupation, Term and Nationality (years)
Parshotam Dass Agarwal 76 1. HP Cotton Textile Mills Limited
DIN: 00063017 2. Quintillion Media Limited
Date of Birth: 09/10/1946 3. Quintillion Business Media
Designation: Chairperson and Independent Director Limited
Address: Shri Radha Krishna Apartment Flat No A-604
Plot 23 Sector 7 Dwarka, New Delhi- 110075
Original Date of Appointment: 26/02/2019
Occupation: Advocate
Term: 5 Years from 26.02.2019
Nationality: Indian
Ritu Kapur 55 1. Digital Content Private Limited
DIN: 00015423 2. VT Media Private Limited
Date of Birth: 20/10/1967 3. B K Media Private Limited
Designation: Managing Director and Chief Executive 4. RRK Holdings Private Limited
Officer 5. Web18 Securities Private Limited
Address: F-3 Sector- 40, Gautam Buddha Nagar Noida- 6. RRK Media Private Limited
201301 7. R B Software Private Limited
Original Date of Appointment: 08/01/2019 8. Quintype Technologies Limited
Occupation: Business 9. Network 18 Publications Limited
Term: 5 years from 08.01.2019 10. V T Softech Private Limited
Nationality: Indian 11. RVT Softech Private Limited
12. RB Diversified Private Limited
13. YKA Media Private Limited
14. Spunklane Media Private Limited
15. Keyman Trading Services Private
Limited
16. Quintillion Business Media
Limited
17. Quintillion Media Limited
18. R B Solar Power Private Limited
19. Digipub News India Foundation
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Raghav Bahl 61 1. Digital Content Private
DIN: 00015280 Limited
Date of Birth: 02/01/1961 2. VT Media Private Limited
Designation: Non-Executive Director 3. B K Media Private Limited
Address: F-3 Sector- 40, Gautam Buddha Nagar Noida- 4. RRK Holdings Private Limited
201301 5. RRK Media Private Limited
Original Date of Appointment: 08/01/2019 6. R B Software Private Limited
Occupation: Business 7. Quintype Technologies
Term: To retire by rotation Limited
Nationality: Indian 8. Network 18 Publications
Limited
9. V T Softech Private Limited
10. RVT Softech Private Limited
11. RB Diversified Private Limited
12. RMS Diversified Private
Limited
13. R B Solar Power Limited
14. Keyman Trading Services
Private Limited
15. Quintillion Media Limited
16. Quintillion Business Media
Limited
17. WS Media Ventures Private
Limited
18. India International Film
Advisors Private Limited
19. Web18 Securities Private
Limited
Mohan Lal Jain 63 1. RMS Diversified Private
Date of Birth: 01/03/1959 2. RB Diversified Private Limited
Designation: Non - Executive Director 3. MLJ Financial Consultants
Address: Tower 3 Villa 1 La Tropicana Khyber Pass Private Limited
Magazine Road Civil Lines New Delhi-110054 4. WS Media Ventures Private
Original Date of Appointment: 26-02-2019 Limited
Occupation: Chartered Accountant / Professional 5. India International Film
Term: Liable to retire by rotation Advisors Private Limited
Nationality: Indian 6. Quintillion Media Limited
7. Hyperbola Investment
Services Private Limited
8. MJ Diversified India Private
Limited
9. Pverity Enterpises LLP –
Designated Partner
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Sanjeev Krishana Sharma 62 1. Tencate Geosynthetics India
DIN: 00057601 Private Limited
Date of Birth: 11--11-1960 2. ASL Protective India Private
Designation: Independent Director Limited
Address: 805 CA Apartments Paschim Vihar,
New Delhi-110063
Original Date of Appointment: 26-02-2019
Occupation: Chartered Accountant
Term: 5 years with effect from 26.02.2019
Nationality: Indian
Vandana Malik 64 1. Network18 Publications
Date of Birth: 25-12-1957 2. VT Softech Private Limited
Designation: Non-Executive Director 3. RB Diversified Private
Address: 301/401, Aquamarine, Plot Number 273 - B Limited
Carter Road Bandra (West) Mumbai - 400050 4. India International Film
Original Date of Appointment: 19-02-2021 Advisors Private Limited
Occupation: Business 5. Digital Content Private
Term: Liable to retire by rotation Limited
Nationality: Indian 6. WS Media Ventures Private
Limited
7. VT Media Private Limited
8. RRK Media Private Limited
9. Web 18 Securities Private
Limited
10. RRK Holdings Private Limited
11. B K Media Private Limited
Abha Kapoor 61 1. K and J Search Consultants
DIN: 01277168 Private Limited
Date of Birth: 07-01-1961 2. Dhanvarsha Finvest Limited
Designation: Independent Director 3. Quintype Technologies India
Address: 501, Sunkist Building, 1st Road, TPS 4, Near Limited
Almeida Park, Bandra West
Mumbai - 400050
Original Date of Appointment: 31-12-2021
Occupation: Business
Term: 5 years with effect from 31.12.2021
Nationality: Indian
Brief Biographies of our Directors
Mr. Parshotam Dass Agarwal holds a Bachelor’s Degree in Commerce from Ravishankar University, Raipur;
a Bachelor’s Degree in Law (LLB) from University of Delhi and a Master’s Degree in Business Administration
from the Faculty of Management Studies, University of Delhi. He is also a Certified Director from the Institute
of Directors. He has a wide professional experience of more than 42 years with the corporates which includes
holding positions in Textiles Industry for 22 years particularly as President in Birla Group, Chief Executive
Officer in Surya Roshni Limited for 7 years, President in Shree Krishna Paper Mills Ltd. for 9 years and as
Executive Director in OP Jindal Group. He serves as an Independent Director and Chairman of the Board at
The Quint.
117
Ms. Ritu Kapur is the Co-founder and CEO of The Quint and Board Member at Oxford University’s prestigious
Reuters Institute of Journalism and on the board of Future News Worldwide (an initiative in partnership with
the British Council). She is also a Board Member of the World Editors Forum at WAN-IFRA (World Association
of Newspapers and News Publishers). An activist of sorts in her college days at St. Stephen’s College, Delhi
University, Ritu’s interest in media for social change was whetted when she did her Master’s in Film and TV
production at the Mass Communication Research Centre (MCRC) of Jamia University in New Delhi. Ritu joined
Network18 Group as a founder member in 1992. She had started with producing THE INDIA SHOW, the
country’s first local production on a satellite channel, Star plus. She headed Programming at the History
Channel, was Features’ Editor at CNN IBN, where she launched the popular CJ (Citizen Journalist) Show,
among others. She had also conceived and produced Bhanwar, a docu-drama based on real-life incidents.
Her shows ran to popularity and critical acclaim, winning several awards. At The Quint, she is focused on
scaling the innovative digital media venture, offering a combination of high-value digital journalism and
storytelling.
Mr. Raghav Bahl is a serial entrepreneur and investor, with several successful projects and accolades. After
his departure from the Network18 Group, Raghav co-founded The Quint with his wife, Ms Ritu Kapur. He had
also seeded moneycontrol.com, bookmyshow.com, firstpost.com, yatra.com, among others. Raghav started
making television news capsules while still reading Economics at St. Stephen’s College, Delhi University. After
an MBA at FMS Delhi, his career followed an obvious trajectory, beginning as a Management Consultant at
AF Ferguson followed by a stint at Amex. But his inherent interest in news made him quit the cushy comforts
of international banking and he went on to set up Network18, among India’s top media houses. He has also
managed long and successful partnerships with some of the world’s leading media brands like CNBC, Viacom,
BBC, Star TV, A&E, Time Warner and Forbes. As the audience is increasingly shifting out of television and into
digital media, he is now focused on scaling a cutting-edge digital media business, straddling content, tech
and distribution.
Mr. Mohan Lal Jain is a Chartered Accountant by profession and holds a Bachelor’s degree in Commerce
(Hons.) from Hansraj College, University of Delhi. He has a wide range of experience in advisory, investment
planning, overseas structuring and compliance for various clients in Media & Entertainment, Trading, Solar
and Real Estate sectors over the last 31+ years. Earlier, he was associated with Network18 group from its
very early days. He is driven by the notion of engaging in substantial advisory at The Quint.
Mr. Sanjeev Krishana Sharma is a Chartered Accountant by profession. In addition to being a member of the
Institute of Chartered Accountants of India, he is also a member of the Institute of Insurance Surveyors and
Adjustors under the IRDAI. He is the controlling partner of a 60-year-old Chartered Accountant firm in Delhi.
He has vast experience in advising Indian and global clients on matters related to India entry strategy,
restructuring, audits, valuation, loss assessors & adjustors, liquidation etc. He serves as an Independent
Director at The Quint.
Ms. Vandana Malik holds a Bachelor’s Degree in History from the University of Delhi, India. She has over 20
years of experience in media & related sectors. From 1992 to 1994, she worked as Editorial Coordinator for
Business India Television and Television Eighteen. She has been working as the Mumbai-bureau chief of TV18
since 1994 and in May 2006, she joined Studio18 as a Creative Director for the Feature Film production Unit.
She was also on the Board of Directors of Network18 Media and Investments Limited, India’s leading media
conglomerate. She now serves on the Board of Directors at The Quint.
Ms. Abha Kapoor is a commerce graduate of Sydenham college with a Masters in Marketing Management
from NMIMS (Narsee Monjee Institute of Management Studies), Mumbai University. She is the founding
partner of K&J Associates, a pioneer and leading executive search firm in the Media, Entertainment and
Communication sector. She co-founded the company in 1995 with her business partner. She started her
career working for an international bank before moving on as Regional Head, West for a financial services
Company.
118
Confirmations
1. None of the Directors of our Company have held or currently hold directorship in any listed company
whose shares have been or were suspended from being traded on any of the stock exchanges in the
five years preceding the date of filing of this Letter of Offer, during the term of his/ her directorship
in such company.
2. Further, none of the Directors of our Company are or were associated in the capacity of a director
with any listed company which has been delisted from any stock exchange(s) at any time in the past.
Management Organization Structure
Set forth is the organization structure of our Company:
Board of Directors
Mr Mohan Lan Jain

Mr Parshottam Dass Mr Raghav Bahl
Ms Ritu Kapur Non- Executive
Agarwal Non-Executive
Managing Director Director
Chairman Director
Other Non
Executive and
Independent
Directors
Mr Tarun Belwal Mr Piyush Jain-

Mr Vivek Agarwal -
Business Head -
Chief Financial Officer Company Secretary Special Project
Corporate Governance
The provisions of the Companies Act, 2013 and SEBI Listing Regulations with respect to corporate governance
are applicable to us.
We are compliant with the requirements of the applicable provisions of the Act and the Regulations, including
the SEBI Listing Regulations, Companies Act, 2013 and the SEBI (ICDR) Regulations, in respect of corporate
governance including constitution of our Board and Committees thereof. Our corporate governance
framework is based on an effective independent Board, separation of the Board’s supervisory role from the
executive management team and constitution of the Committees, as required under the law.
Our Board undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI
Listing Regulations and the Companies Act, 2013. Our Board functions either directly, or through various
committees constituted to oversee specific operational areas.
Committees of our Board
Our Board has constituted following committees in accordance with the requirements of the Companies Act,
2013 and SEBI Listing Regulations:
119
a) Audit Committee;
b) Stakeholders’ Relationship Committee;
c) Nomination and Remuneration Committee;
d) Risk Management Committee; and
e) Rights Issue Committee
Details of each of these committees are as follows:
a. Audit Committee
Our Audit Committee was last reconstituted by our Board of Directors in their meeting held on February 26,
2019, with the following members forming a part of the said committee:
S. No. Name of Member Designation

1. Mr. Parshotam Dass Agarwal Chairman
2. Mr. Mohan Lal Jain Member
3. Mr. Sanjeev Krishana Sharma Member
The Company Secretary acts as the secretary of the Audit Committee.
The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177
of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations which are as follows:
i. Oversight of the listed entity’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity.
iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
iv. Reviewing, with the management, the annual financial statements and auditor's report thereon
before submission to the board for approval, with particular reference to:
• Matters required to be included in the director’s responsibility statement to be included in

the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013.
• Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgment by
management.
• Significant adjustments made in the financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements.
• Disclosure of any related party transactions.
• Modified opinion(s) in the draft audit report.
v. Reviewing, with the management, the quarterly financial statements before submission to the board
for approval.
vi. Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes
other than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making
appropriate recommendations to the board to take up steps in this matter.
120
vii. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process.
viii. Approval or any subsequent modification of transactions of the listed entity with related parties.
ix. Scrutiny of inter-corporate loans and investments.
x. Valuation of undertakings or assets of the listed entity, wherever it is necessary.
xi. Evaluation of internal financial controls and risk management systems.
xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems.
xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.
xiv. Discussion with internal auditors of any significant findings and follow up there on.
xv. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board.
xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern.
xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.
xviii. To review the functioning of the whistle blower mechanism.
xix. Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.
xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.
xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.
xxiii. To review Statement of deviations in terms of Regulation 32(1) & 32(7); including report of
monitoring agency, if applicable.
xxiv. To carry out any other function as is mandated by the Board from time to time and/or enforced by
any statutory notification, amendment or modifications as may be applicable.
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The periodic review ensures that all areas within the scope of the Committee are reviewed. All members of
the Audit Committee possess strong knowledge of accounting and financial management. The Chairman of
the Company, the Managing Director, Chief Financial Officer, the Internal Auditors and Statutory Auditors
are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the
Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit
observations and corrective actions as may be required and taken by the management are presented to the
Audit Committee.
As required under the SEBI Listing Regulations, the Audit Committee meets at least four times a year with
maximum interval of 120 days between two meetings and the quorum for each meeting of the Audit
Committee is two members or one third of the number of members of the Committee, whichever is greater,
provided that minimum of two independent directors are present at each of the meetings.
b. Stakeholders Relationship Committee
Our Stakeholders Relationship Committee was last reconstituted on February 26, 2019. The members of the
said committee are as follows:

1. Mr. Mohan Lal Jain Chairman
2. Mr. Raghav Bahl Member
3. Mr. Parshotam Dass Agarwal Member
The Company Secretary acts as the secretary of the Stakeholders Relationship Committee.
The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations and the terms of reference, powers
and scope of the Stakeholders Relationship Committee of our Company include:
i. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc.;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent; and
iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company.
As required under the SEBI Listing Regulations, the Stakeholders Relationship Committee meets at least once
a year, and the chairperson of the committee shall be present at the Annual General Meetings to answer
queries of the security holders. The quorum for the meeting of this Committee shall be either two members
or one third of the members of the Committee whichever is greater, including at least one independent
director in attendance at the meeting.
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c. Nomination and Remuneration Committee
Our Nomination and Remuneration Committee was last reconstituted by our Board of Directors in their
meeting held on February 26, 2019. The members of the said committee are as follows:

1. Mr. Sanjeev Krishana Sharma Chairman
3. Mr. Parshotam Dass Agarwal Member
The Company Secretary acts as the secretary of the Nomination and Remuneration Committee.
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178
of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations and the terms of reference,
powers and role of our Nomination and Remuneration Committee are as follows:
i. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees.
For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director.
The person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
a. use the services of an external agencies, if required.

b. consider candidates from a wide range of backgrounds, having due regard to diversity and
c. consider the time commitments of the candidates.
ii. Formulation of criteria for evaluation of performance of independent directors and the board of
directors.
iii. Devising a policy on diversity of board of directors.
iv. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the board of directors
their appointment and removal.
v. Whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.
vi. Recommend to the board, all remuneration, in whatever form, payable to senior management.
vii. Recommend to the board, all remuneration, in whatever form, payable to Directors, KMP, Senior
Management, i.e. salary, benefits, bonus, stock options etc. and determining policy on service
contracts, notice period, severance fees for Directors, KMP and Senior Management;
viii. Reviewing and determining fixed component and performance linked incentives for Directors along
with the performance criteria.
123
ix. To carry out any other function as is mandated by the Board from time to time and/or enforced by
As required under the SEBI Listing Regulations, the Nomination and Remuneration Committee shall meet at
least once a year, and the chairperson of the committee shall be present at the Annual General Meetings to
answer queries of the shareholders. The quorum for each meeting of the said committee shall be either two
members or one-third of the members of the committee whichever is greater, including at least one
independent director in attendance at the meeting.
d. Risk Management Committee
Our Risk Management Committee was constituted by our Board of Directors in their meeting held on July 16,
2021, with the following members forming a part of the said committee:

1. Mr. Sanjeev Krishana Sharma Chairman
2. Ms. Ritu Kapur Member
3. Mr. Piyush Jain Member
The Company Secretary acts as the secretary of the Risk Management Committee.
The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI
Listing Regulations and the terms of reference, powers and role of our Risk Management Committee are as
follows:
i. To formulate a detailed risk management policy which shall include:
a) A framework for identification of internal and external risks specifically faced by the listed
entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG
related risks), information, cyber security risks or any other risk as may be determined by the
Committee.
b) Measures for risk mitigation including systems and processes for internal control of identified
risks.
c) Business continuity plan.
ii. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company.
iii. To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems.
iv. To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity.
v. To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken.
vi. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be
subject to review by the Risk Management Committee.
124
vii. To carry out any other function as is mandated by the Board from time to time and/or enforced by
e. Rights Issue Committee
Our Company has constituted a Rights Issue Committee on February 7, 2022. The composition of the Rights
Issue Committee is as under:

1. Mr. Parshotam Dass Agarwal Chairman
2. Ms. Ritu Kapur Member
The Company Secretary acts as the secretary of the Rights Issue Committee.
The terms of reference, powers and role of our Rights Issue Committee are as follows:
i. to appoint and enter into arrangements with registrar, ad-agency, monitoring agency, banker(s) to
the Rights Issue and all other intermediaries and advisors necessary for the Rights Issue.
ii. to negotiate, authorize, approve and pay commission, fees, remuneration, expenses and/ or any
other charges to the applicable agencies/ persons and to give them such directions or instructions as
it may deem fit from time to time.
iii. to approve and adopt any financial statements prepared for purposes of inclusion in the issue
documents, pursuant to the requirements outlined by the SEBI ICDR Regulations or any other
applicable law for time being in force, including intimating the approval and adoption of such
financial statements to the Stock Exchanges, if required.
iv. to negotiate, finalise, settle and execute the issue agreement, registrar agreement, monitoring
agency agreement, underwriting agreement, ad-agency agreement, banker, lead manager to the
issue agreement and any other agreement with an intermediary and all other necessary documents,
deeds, agreements and instruments in relation to the Rights Issue, including but not limited to any
amendments/ modifications thereto.
v. to take necessary actions and steps for obtaining relevant approvals from the SEBI, the Stock
Exchange, the RBI, or such other authorities, whether regulatory or otherwise, as may be necessary
in relation to the Rights Issue.
vi. to finalise the issue documents and any other documents as may be required and to file the same
with the SEBI, the Stock Exchange and other concerned authorities and issue the same to the
shareholders of the Company or any other person in terms of the issue documents or any other
agreement entered into by the Company in the ordinary course of business.
vii. to decide in accordance with applicable law, the terms of the Rights Issue, the total number, issue
price and other terms and conditions for issuance of the equity shares to be offered in the Rights
Issue, and suitably vary the size of the Rights Issue, if required, in consultation with the Lead
Manager.
viii. to fix the record date for the purpose of the Rights Issue for ascertaining the names of the eligible
shareholders who will be entitled to the equity shares, in consultation with the Stock Exchange.
125
ix. to decide the rights entitlement ratio in terms of number of equity shares which each existing
shareholder on the Record Date will be entitled to, in proportion to the equity shares held by the
eligible shareholder on such date.
x. to open bank accounts with any nationalised bank/ private bank/ scheduled bank for the purpose of
receiving applications along with application monies and handling refunds in respect of the Rights
Issue.
xi. to appoint bankers to the issue / refund bankers for the purpose of collection of application money
for the Rights Issue at the mandatory collection centres at the various locations in India.
xii. to decide in accordance with applicable law on the date and timing of opening and closing of the
Rights Issue and to extend, vary or alter or withdraw the same as it may deem fit at its absolute
discretion or as may be suggested or stipulated by the SEBI, the Stock Exchange or other authorities
from time to time.
xiii. to issue and allot equity shares in consultation with the Lead Manager(s), the registrar, the Stock
Exchange and to do all necessary acts, execution of documents, undertakings, etc. with National
Securities Depository Limited and Central Depository Services (India) Limited, in connection with
admitting the Equity Shares issued in the Rights Issue.
xiv. to take such actions as may be required in connection with the creation of separate ISIN for the credit
of rights entitlements in the Rights Issue.
xv. to apply to regulatory authorities, if required, seeking their approval for allotment of any
unsubscribed portion of the Rights Issue (in favour of the parties willing to subscribe to the same).
xvi. to decide, at its discretion, the proportion in which the allotment of additional equity shares shall be
made in the Rights Issue.
xvii. to dispose of the unsubscribed portion of the equity shares in such manner as it may think most
beneficial to the Company, including offering or placing such equity shares with promoter and/ or
promoter group/ banks/ financial institutions/ investment institutions/ foreign institutional
investors/ bodies corporate or such other persons as the Rights Issue Committee may in its absolute
discretion deem fit.
xviii. to decide the mode and manner of allotment of the equity shares, if any, not subscribed and left/
remaining unsubscribed after allotment of the equity shares and additional equity shares applied by
the Shareholders and renounces.
xix. to appoint underwriters and decide the underwriting obligations inter-se and such other terms and
conditions thereof, as it may deem fit and to enter into underwriting agreement for this purpose.
xx. to settle any question, difficulty or doubt that may arise in connection with the Rights Issue including
the issue and allotment of the equity shares as aforesaid and to do all such acts, deeds and things as
the Board may in its absolute discretion consider necessary, proper, desirable or appropriate for
settling such question, difficulty or doubt and making the said Rights Issue and allotment of the equity
shares; and
126
xxi. to take all such steps or actions and give all such directions as may be necessary or desirable in
connection with the Rights Issue and also to settle any question, difficulty or doubt that may arise in
connection with the Rights Issue including the issuance and allotment of the equity shares as
aforesaid and to do all such acts and deeds in connection therewith and incidental thereto, as the
Rights Issue Committee may in its absolute discretion deem fit.
Our Key Managerial Personnel
In addition to our Executive Directors, whose details have been provided under paragraph above titled ‘Brief
Profile of our Directors’, given below are the details of our Key Managerial Personnel as on the date of filing
of this Letter of Offer:
Mr Vivek Agarwal, aged 35 years, is the Chief Financial Officer of our Company. holds a Bachelor’s Degree in
Commerce from University of Kanpur. He has working experience of a decade in the field of accounts and
taxation. In his role during the last 5 years, he has been heading the finance function for The Quint.
Mr Tarun Belwal, aged 31 years, is the Company Secretary and Compliance Officer of our Company. He holds
a bachelor’s degree in Commerce from Delhi University, a Bachelor’s Degree in Law (LLB) from Chaudhary
Charan Singh University and is a member of the Institute of Company Secretaries of India. He is responsible
for handling secretarial matters of our Company and has been appointed with effect from January 20, 2021.
Mr Piyush Jain aged 50 years is the Business Head, Special Projects. holds a Master’s Degree in Marketing &
IT and has more than 24+ years of work experience. He served as the COO of IBN7 – National Hindi News
Channel, a part of Network18 Group. In his current role at The Quint, he is heading the Business and looks
after overall operations, general administration, cost and budgetary control, product oversight, maintains
relationship with external partners to list a few.
All our Key Managerial Personnel are permanent employees of our Company.
None of our Key Managerial Personnel are entitled to receive any termination or retirement benefits.
Relationship Between Key Managerial Personnel
None of the Key Managerial Personnel are related to each other except following:
Name of the KMP Name of the Related KMP Relation

Mr. Raghav Bahl Ms. Ritu Kapur Husband and wife
Ms. Vandana Malik Mr. Raghav Bahl Sister
Ms. Ritu Kapur Ms. Vandana Malik Sisters-in-Law
127
OUR PROMOTERS AND PROMOTER GROUP
Our Promoters are Mr. Raghav Bahl and Ms. Ritu Kapur. Mr Mohan Lal Jain and RB Diversified (a company
owned by Mr. Raghav Bahl and Ms. Ritu Kapur) are a part of our Promoter Group. As on date of this Letter of
Offer, the Promoters and Promoter Group hold, in aggregate of 1,24,22,264 Equity Shares constituting
56.55% of our issued, subscribed and paid-up equity share capital.
Our Company confirms that the PAN, bank account number and passport number in case of our Promoters
and individual members of the Promoter Group and PAN and the bank account number in case of RB
Diversified, a corporate entity being part of the Promoter Group, shall be submitted to the Stock Exchange
at the time of filing this Letter of Offer.
Our individual Promoters / Promoter Group:
Mr. Raghav Bahl, Ms. Ritu Kapur and Mr. Mohan Lal Jain
For details of the educational qualifications, experience, other directorships, positions / posts held by our
individual Promoters Mr. Raghav Bahl and Ms. Ritu Kapur and Mr. Mohan Lal Jain, member of the Promoter
Group, please see the chapter titled “Our Management” on page 115 of this Letter of Offer.
Our Promoter Group:
RB Diversified is a private limited company incorporated on June 20, 2006. The registered office of RB
Diversified is situated at 301/401, Aquamarine Plot No:273-B, Carter Road, Bandra (West), Bandra, Mumbai
– 400 050, Maharashtra.
RB Diversified is engaged in the business of trading in commodities, derivatives and investments. Its shares
or any other securities are not listed on any stock exchange in India or overseas.
The equity shareholding of RB Diversified is as under:
S. No Name of shareholder No of shares % Holding

1 Mr. Raghav Bahl 22,721 97.85
2 Ms. Ritu Kapur 500 2.15
Total 23,221 100.00
The Directors of RB Diversified are as under:
a) Mr. Raghav Bahl

b) Ms. Ritu Kapur
c) Mr. Mohan Lal Jain
d) Ms. Vandana Malik
RB Diversified holds 3,97,874 Equity Shares of our Company constituting 1.81% of our paid-up capital
as on the date of this Letter of Offer.
128
Brief Financial Details
The financial information of RB Diversified based on its audited financial statements for the last three
Financial Years is given below:
(In ₹ Lakhs unless specified)
Particulars March 31, 2022 March 31, 2021 March 31, 2020
Issued and paid-up Equity 23.75 23.75 23.75
Share Capital
Preference Share Capital 0 0 0
Reserves and Surplus 5165.65 20,057.14 22,000.71
(excluding revaluation
reserves)
Sales / Turnover/ Other 765.88 740.71 11,280.90
Income
Profit / (Loss) after Tax (1,489.15) (1,943.57) (1,471.12)
Basic and Diluted EPS per (64,129.42) (8,369.87) (6,335.29)
share (in ₹)
Net Asset Value per equity 218.50 844.33 926.14
share (in ₹)
Confirmations
1. None of our Promoters or members of our Promoter Group have been declared as Willful
Defaulters or Fraudulent Borrowers by the RBI or any other governmental authority and there are
no violations of securities laws committed by them in the past or are currently pending against
them.
2. Our Promoters have not been declared as a Fugitive Economic Offender.
3. None of our Promoters or members of our Promoter Group entities have been debarred or
prohibited from accessing or operating in capital markets under any order or direction passed by
SEBI or any other regulatory or governmental authority. Our Promoters and members of the
Promoter Group are not and have never been promoters, directors or person in control of any other
company, which is debarred or prohibited from accessing or operating in capital markets under any
order or direction passed by SEBI or any other regulatory or governmental authority.
4. Except as disclosed in the ‘Outstanding Litigation and Material Developments - Disciplinary action
against our Company or our promoters or members of promoter group or our directors by SEBI or
any stock exchange in the last three Financials’ on page 245 / 250 of this Letter of Offer, there is
no litigation or legal action pending or taken by any ministry, department of the Government or
statutory authority during the last 5 (five) years preceding the date of the Issue against our
Promoters and members of our Promoter Group.
129
RELATED PARTY TRANSACTIONS
For details of the related party transactions, during the last three Financials, as per the requirements
under the relevant accounting standards and as reported in the Restated Financial Information, see
section titled “Restated Financial Information- Note No 33” at page 184 of this Letter of Offer.
130
DIVIDEND POLICY
The Company has adopted a Dividend Declaration Policy on July 16, 2021, as per which declaration and
payment of dividends will be recommended by the Board of Directors and approved by the shareholders,
at their discretion, subject to the provisions of the Articles of Association of the Company and applicable
law, including the Companies Act, 2013. The dividend, if any, will depend on a number of factors, including
but not limited to capital allocation plans including expected cash requirements of the Company towards
working capital, capital expenditure in technology and Infrastructure etc.; funds required for any
acquisitions that the Board of Directors may approve; any share buy-back plans; minimum cash required
for contingencies or unforeseen events; funds required to service any outstanding loans; liquidity and
return ratios; any other significant developments that require cash investments and Investments required
towards execution of the Company’s strategy. In addition, our ability to pay dividends may be impacted by
a number of external factors, including the regulatory and financial environment. Our Company would
endeavour to maintain a dividend pay-out keeping these factors in mind.
Dividends paid on Equity Shares:
The dividends declared by the Company on the Equity Shares in each of the Financial Years ended 2021, 2020
and 2019 is given below:
Particulars Dividends
For the year ended For the year ended For the year ended March
March 31, 2021 March 31, 2020 31, 2019
Face value per share (in ₹) 10.00 10.00 10.00
Amount of Dividend (in ₹ - - -
Lakhs) *
Dividend per share (in ₹) - - -
Rate of dividend (%) - - -
Dividend Tax (%) Taxable in the hands of shareholders
* Excluding dividend distribution tax
131
SECTION V
RESTATED FINANCIAL INFORMATION
S. No. Details Page Number

1. Restated Financial Statements as at and for the Financial Years 133
ended March 31, 2022, March 31, 2021 and March 31, 2020.
2 Unaudited and reviewed results for the half year ended 204
September 30, 2022 subject to limited review
3. Accounting Ratios 218
4. Statement of Capitalization 219
(The remainder of this page has been intentionally left blank)
132
133
134
135
136
(Formerly Gaurav Mercantiles Limited)
Restated Consolidated Statement of Assets and Liabilities
(All amount in ₹'000, unless stated otherwise)
(All amount in ₹'000, unless stated otherwise) Notes As at As at As at
31 March 2022 31 March 2021 31 March 2020
ASSETS
Non-current assets
Property, plant and equipment 3.1 22,535.34 29,137.52 3,92,307.04
Right of use asset 3.1 29,023.97 40,166.21 22,647.85
Intangible assets 3.2 1,24,639.40 67,445.59 43,726.28
Intangible assets under development 3.3 - 593.60 -
Financial assets
Investments 4A 83,702.95 28,972.24 28,972.24
Other financial assets 5 1,28,920.21 96,162.94 72,940.65
Deferred tax assets (net) 6 15,376.53 11,929.27 (267.50)
Income tax assets (net) 7 22,001.03 14,140.72 31,813.46
Other non-current assets 8A 1,800.84
1,17,563.94 8,934.08
Total non-current assets 5,43,763.37 2,97,482.17 5,93,940.86
Current assets
Financial assets
Investments 4B 2,50,727.84 3,88,181.85 -
Trade receivables 9 1,19,578.19 1,36,087.92 79,730.91
Cash and cash equivalents 10 8,927.09 12,181.12 4,84,024.62
Bank balances other than cash and cash equivalents 11 6,159.79 5,964.92 5,660.56
Other financial assets 5A 44,841.49 27,106.98 38,383.29
Other current assets 8B 64,546.15 1,67,895.53 2,03,602.43
Total current assets 4,94,780.55 7,37,418.32 8,11,401.81
Assets classified as held for sale 12 28,897.94 1,08,021.24 -
Total assets 11,42,921.73 14,05,342.67

10,67,441.86
EQUITY AND LIABILITIES

Equity
Equity share capital 13 2,19,668.08 2,19,508.08 20,000.00
Instruments entirely equity in nature 13.11 - - 20,000.00
Other equity 14 4,29,285.46 2,90,530.07 (8,29,314.71)
Non-controlling interests 15 (2,34,449.02) (1,98,398.98) (2,14,995.43)
Total equity 4,14,504.52 3,11,639.17 (10,04,310.16)
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 16A 1,356.11 3,78,263.44 6,69,047.96
Lease liabilities 17A 28,327.74 37,968.55 18,241.10
Provisions 18A 29,664.00
26,977. 29,613
06 .93
Total non-current liabilities 56,660.91 4,45,845.92 7,16,953.06
Current liabilities
Borrowings 16B 2,56,654.27 2,06,623.54 14,56,033.99
Lease liabilities 17B 9,290.18 8,693.20 6,709.09
Trade payables 20
Total outstanding dues of micro enterprises and small enterprises 8,047.30 8,280.99 5,557.70
Total outstanding dues of creditors other than micro enterprises and small enterprises 1,11,626.33 83,649.47 95,356.92
Other financial liabilities 21 1,61,782.41 31,109.55 64,326.41
Other current liabilities 22 36,403.63 37,686.04 39,729.16
Provisions 18B 8,062.73 7,673.65 24,986.51
Current tax liabilities (net) 19 4,409.56 1,720.20 -
Total current liabilities 5,96,276.42 3,85,436.64 16,92,699.77
Total liabilities 6,52,937.34 8,31,282.56 24,09,652.83
Total Equity and Liabilities

10,67,441.86 11,42,921.73 14,05,342.67
Summary of significant accounting policies and other explanatory information 1 to 56
This is the Restated Consolidated Statement of Assets and Liabilities referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of
Chartered Accountants Directors
Firm Registration No.: 001076N/N500013 Quint Digital Media Limited
Jyoti Vaish Parshotam Dass Agarwal Ritu Kapur

Partner Chairman Managing Director and CEO
Membership No. 096521 DIN 00063017 DIN 00015423
Vivek Agarwal Tarun Belwal

Chief Financial Officer Company Secretary M No.- A39190
Place: Noida Place: Noida
Date : 05 July 2022 Date : 05 July 2022
137
Restated Consolidated Statement of Profit and Loss
For the year For the year ended For the year ended
Particulars Notes
ended 31 March, 2021 31 March, 2020
31 March, 2022
Income
Revenue from operations 23 5,59,761.62 3,54,451.67 2,83,382.18
Other income 24 55,511.52 37,159.59 4,52,547.77
Total income 6,15,273.14 3,91,611.26 7,35,929.95
Expenses
Employee benefit expenses 25 4,19,920.88 3,95,705.75 7,21,964.81
Finance cost 26 17,092.97 41,735.14 2,08,907.10
Depreciation and amortization expense 27 89,750.56 77,857.59 1,28,890.60
Other expenses 28 3,02,008.25 2,91,497.57 4,98,614.29
Total expenses 8,28,772.66 8,06,796.05 15,58,376.80
Loss before share in loss of associate, exceptional items and tax (2,13,499.52) (4,15,184.79) (8,22,446.85)
Share off net loss of associates accounted for using the net equity
method (8,286.86) - -
Loss before exceptional items and tax (2,21,786.38) (4,15,184.79) (8,22,446.85)
Exceptional items (net) 29 10,118.33 1,96,744.92 (2,360.18)
Loss before tax (2,31,904.71) (6,11,929.71) (8,20,086.67)
Tax expenses 30
(a) Current tax 19,839.49 3,262.37 -
(b) Deferred tax (3,216.85) (4,020.81) (889.97)
(c) Tax on Earlier Years 204.33 - -
Loss for the year (2,48,731.67) (6,11,171.27) (8,19,196.70)
Other comprehensive income (OCI)

Items that will not be reclassified to profit or loss
Remeasurement of the net defined benefit liability/asset, net 731.34 2,061.02 5,891.84
Income tax relating to items that will not be reclassified to profit or (230.41) 178.42 -
loss
Share of profit in associates - Remeasurement of the defined benefit 59.02 - -
plan (net of tax)
Other comprehensive income for the year 1,020.75 1,882.60 5,891.84
Total Comprehensive loss for the year (2,47,710.92) (6,09,288.67) (8,13,304.86)
138
Restated Consolidated Statement of Profit and Loss
For the year For the year ended For the year ended
Particulars Notes
ended 31 March, 2021 31 March, 2020
31 March, 2022
Total comprehensive income for the year
Attributable to
Owners of the parent (2,11,278.66) (4,90,614.17) (6,18,813.59)
Non- controlling interests (36,432.27) (1,18,674.51) (1,94,491.27)
(2,47,710.93) (6,09,288.68) (8,13,304.86)
Loss for the year attributable to:
Attributable to
Owners of the parent (2,12,492.58) (4,92,361.30) (6,24,705.43)
Non- controlling interests (36,239.09) (1,18,809.97) (1,94,491.27)
(2,48,731.67) (6,11,171.27) (8,19,196.70)
Other comprehensive income for the year
Attributable to
Equity holders of the company 1,213.93 1,747.13 5,891.84
Non- controlling interests (193.18) 135.46 -
1,020.75 1,882.59 5,891.84
Loss per equity share
31
Basic (₹) (11.28) (45.90) (406.65)
Diluted (₹) (11.21) (38.96) (119.69)
Summary of significant accounting polies and other explanatory 1 to 56

information


139
Restated Consolidated statement of Cash Flows
(All amount in ₹'000, unless stated otherwise
Particulars For the year ended For the year ended For the year ended
A. Cash flows from operating activities
Restated Net profit before taxation (2,31,904.71) (6,11,929.71) (8,20,086.67)
Adjustments for non cash expenses and Item shown separately:
Depreciation and amortisation 79,350.33 67,725.24 1,21,738.64
Allowance for loss on sale of assets (net) - 2,07,992.12 -
Change in right of use assets due to remeasurement in lease liabilities 742
.01
Loss on sale of property, plant and equipment 257.35 893.91 281.25
Amortisation on right of use asset 10,400.23 10,132.35 7,151.95
Dividend income - - (11,669.38)
Diminution in value of non current investment 6,472.24 - -
Interest income (8,168.45) (22,553.95) (23,009.16)
Interest expense on borrowings 13,578.23 38,194.06 2,09,763.15
Interest expense on lease liability 3,514.74 3,541.07 2,649.27
Loan written back (47,663.58) - -
Provision for expected credit loss/ bad debt 9,785.99 2,915.14 13,763.13
Foreign exchange translation reserve - (30,837.75) (73.07)
Share off net (loss) of associates accounted for using the net equity 8,286.86 - -
method
Employee share based payment 57,163.71 12,059.51 29,935.78
(Profit)/Loss on sale of Investment 2,499.75 - (4,06,403.89)
(Profit)/Loss on sale of mutual fund (3,491.98) (3,655.92) 977.67
Fair value gain on current investment (10,207.82) (2,795.62) -
Operating profit before working capital changes (1,09,385.09) (3,28,319.54) (8,74,981.33)
Movement in financial assets non current (32,980.17) (23,222.29) -
Movement in financial assets current (31,159.51) 11,276.31 1,14,130.16
Movement in other non current assets (1,08,629.86) (7,133.24) 3,019.11
Movement in Long term Provision (2,636.87) (50.06) 2,307.97
Movement in Short term Provision 1,120.42 (13,531.64) 6,781.29
Movement in other current assets 1,03,349.38 35,706.90 (14,900.03)
Movement in trade receivable current 6,723.73 (14,631.61) 6,067.97
Movement in trade payable current 27,743.17 (8,984.15) 22,459.50
Movement in Financial liabilities 1,31,031.56 (15,148.11) 15,034.75
Movement in other liabilities (1,282.41) (2,043.12) 7,438.31
Cash used in operations (16,105.66) (3,66,080.56) (7,12,642.29)
Income tax paid (25,214.78) 14,925.30 (8,113.62)
Net cash used in operating activities (A) (41,320.44) (3,51,155.25) (7,20,755.91)
B. Cash flows from investing activities

Addition in property, plant and equipment (4,341.29) (7,201.55) (4,297.09)
Sale of property, plant and equipment 648.71 58,434.00 175.21
Movement in assets classified as held for sale 79,123.30 (1,08,021.24) -
Addition in intangible assets (1,26,506.73) (67,098.38) -
Purchase of compound financial instrument (1,15,314.39) - -
(Increase) / Decrease in intangible assets under development 593.60 (593.60) -
Margin money deposits (194.86) (304.36) (359.68)
Sale of non-current investments 0.25 - 5,93,668.45
Investment in subsidiaries and associates (1,47,249.07) - (1,57,500.00)
Movement in current investments (net) 1,51,153.81 (3,81,730.31) 63,564.98
Interest received 6,455.56 22,553.95 20,065.93
Net cash (used in)/generated from investing activities (B) (1,55,631.11) (4,83,961.48) 5,15,317.80
140
Restated Consolidated statement of Cash Flows
(All amount in ₹'000, unless stated otherwise
Particulars For the year ended For the year ended 31 For the year ended
31 March 2022 March 2021 31 March 2020
C. Cash flows from financing activities
Proceeds from share warrants - - 1,54,062.50
Proceeds from share capital 669.60 2,29,553.69 85,021.28
Issue of compound financial instrument 50,000.00 9,92,147.50 -
Issue of compulsorily convertible debenture 1,15,400.00 4,99,867.47 16,45,385.50
Issue of optionally convertible debenture 3,81,000.00 2,19,991.86 -
Repayment of Non current Borrowings (3,76,907.33) (2,90,805.82) (5,26,566.71)
Proceeds from Non current Borrowings - 21.30 -
Movement in Short term borrowings( net) 31,127.31 (12,33,556.52) (6,33,797.16)
Repayment of lease liability (12,558.57) 18,170.49 (8,475.45)
Interest paid (13,936.92) (56,262.82) (2,36,102.81)
Net cash (used in)/generated from financing activities C 1,74,794.08 3,79,127.16 4,79,527.15
Net (decrease)/Increase in cash and cash equivalents (A+B+C) (22,157.47) (4,55,989.57) 2,74,089.04
Cash and cash equivalents at beginning of the year 12,181.12 4,84,024.62 1,59,004.75
Less: Bank overdrafts at beginning of the year 35,076.91 50,930.84 -
(22,895.78) 4,33,093.79 1,59,004.75
Cash and cash equivalents at end of the year (refer note 10) 8,927.09 12,181.12 4,84,024.62
Less: Bank overdrafts at end of the year 53,980.32 35,076.91 50,930.84
(45,053.23) (22,895.78) 4,33,093.79
Comprises:
(a) Cash on hand 138.26 174.56 287.06
(b) Cheque on hand - 3,299.07 -
(i) In current accounts 8,288.83 8,207.50 2,99,415.52
(ii) In deposit accounts 500.00 500.00 1,84,322.05
Less: Bank overdrafts at end of the year 53,980.32 35,076.91 50,930.84
(45,053.23) (22,895.78) 4,33,093.79
Summary of significant accounting policies and other explanatory information. 1 to 56


141
Summary of significant accounting policies and other explanatory information to restated consolidated
financial statements for the year ended 31 March 2022
2. Group overview
Quint Digital Media Limited ("the Company") is a public limited company domiciled in India, with its registered
office situated at 403, Prabhat Kiran, 17 Rajendra Place, New Delhi-110008 and its equity shares are listed
on the Bombay Stock Exchange. The Company has been incorporated on 31 May 1985 under the
provisions of the Indian Companies Act and was previously known as Gaurav Mercantile Limited. The name
was changed to Quint Digital Media Limited on 21 September 2020. The Company is primarily engaged
in the business ofrunning websites through web, digital or mobile media and which may include various
information including current affairs, lifestyle, entertainment etc. These financial statements comprise a
consolidation of the accounts of Quint Digital Media Limited (the Company) and its subsidiaries and
associates as listed below:
3. Group Companies
Consolidated financial statements comprise the financial statements of Quint Digital Media
Limited, itssubsidiaries and its associates (hereinafter referred together referred to as ‘Group’) which are
listed below:
Company Relation Country Percentage Nature of

of Origin of holding business
Quintillion Media Subsidiary India 100.00% The Company is involved
Limited (formerly in business of running website
Quintillion Media through web, digital or
Private Limited) mobile media and which may
include various information
including current affairs,
lifestyle, entertainment etc.
Quintillion Business Subsidiary of India 74.03 The Company is involved in
MediaLimited Quintillion % providing financial and
(formerlyQuintillion Media business news through
Business Media Limited television network and digital
Private Limited) platforms.
Quintype Subsidiary of India 97.65 The Company is

Technologies India Quintillion % involved in
Limited (formerly Media Software publishing
Quintype Limited consultancy, supply and
Technologies India maintenance.
Private Limited)
YKA Media Associate of India 36.42 The company is involved in
Private Quintillion % running and maintaining
Limited Media digital blogging platform,
Limited media website for the
purpose of creation,
curation and dissemination
of content, organising and
conducting media based
events.
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Spunklane Media Associate India 47.92% The Company is in the
Private Limited business of running a digital
media platform that produces
exclusive content for the
web, to carry out the business
of reporting news, analysing
current affairs and producing
content whichis of interest to
pan-national reader and to
deliver news content on
mobile and /or any other
digital media throughout
India and the
world.
4. (A) Significant accounting polices
This note provides a list of the significant accounting policies adopted in the preparation of this
consolidatedfinancial statements. These policies have been consistently applied to all the years presented,
unless otherwise stated.
a) Basis of preparation
The Restated Consolidated Financial Information relates to Quint Digital Media Limited (Formerly
known as Gaurav Mercantiles Limited) (the “Company” or the “Issuer”) and its subsidiaries (the
Company and its subsidiaries together referred to as the “Group")and has been specifically prepared
for inclusion in the document to be filed by the Company with the Securities and Exchange Board of India
(“SEBI”), BSE Limited and Registrar of Companies, Delhi in connection with the proposed Right issue of
equity shares of the Company (referred to as the “Issue”). The Restated Consolidated Financial
Information comprise of the Restated Consolidated Balance Sheet as at 31 March 2022, 31 March 2021
and 31 March 2020, the Restated Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Restated Consolidated Cash Flow Statement, the Restated Consolidated
Statement of Changes in Equity and Statement of Significant Accounting Policies and other explanatory
information for the year ended 31 March 2022, 31 March 2021 and 31 March 2020 (hereinafter collectively
referred to as “Restated Consolidated Financial Information”) as approved by the Board of Directors at
their meeting held on July 5, 2022 .
The Restated Consolidated Financial Information has been prepared to comply in all material respects with
the requirementsof Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act")
read with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time, in pursuance of provisions of Securities and Exchange
Board of India Act, 1992 ("ICDR Regulations"), and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time
to time (the “Guidance Note”).
The Restated Consolidated Financial Information has been compiled by the Management from:
a. The audited consolidated IND AS financial statements as at and for the year ended 31 March 2022, prepared
in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the
Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 (as amended)
andother relevant provisions of the Act, which have been approved by the Board of Directors at their meeting
held on 30 May 2022, and we have issued unmodified audit report dated May 30, 2022 thereon.
143
b. Special purpose Audited Consolidated Ind AS financial statements as at and for the year ended 31
March 2020 and 31 March 2021 prepared in accordance with the Indian Accounting Standards (referred
to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have
been approved by the Board of Directors at their meeting held on 05 July 2022, on which ASDJ & Associates
(predecessor statutory auditor) vide its report dated 05 July 2022 has issued an unmodified opinion .
The Company did not have any subsidiary/associate in the financial years 2019-20 and 2020-21
requiring preparation of consolidated financial statements as per the provisions of the Companies Act,
2013 and therefore, consequent to a control transaction executed by the Holding Company on January 19,
2022 (also refer Note 44), these special purpose consolidated financial statements have been prepared in
accordance with the requirements of IndAS 103 “Business Combination”.
The Restated Consolidated Financial Information have been prepared to contain information /
disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations:
a. Adjustments to the profits or losses of the earlier periods and of the period in which the change in
the accounting policy has taken place is recomputed to reflect what the profits or losses of those
periods would have been if a uniformaccounting policy was followed in each of these periods, if any.
b. Adjustments for reclassification of the corresponding items of income, expenses, assets, and liabilities,
in order to bring them in line with the groupings as per the audited consolidated financial statements
of the Group and associate for the year ended 31 March 2022 and the requirements of the SEBI
Regulations, if any.
c. The resultant impact of tax due to the aforesaid adjustments, if any.
d. The financial statements of subsidiary companies and associate have transition from previous GAAP to
Ind AS in accordance with Ind AS 101 “First time adoption of Indian accounting standard with 1 April
2019 being the transition date for the purpose of these restated consolidated financial statements.
e. Exemption and exceptions availed

As per Ind AS 101, The Subsidiary companies have prepared its first Ind AS financial statements in which
subsidiary companies have presented three balance sheet, two statement of profit and loss, two
statement ofcashflows and two statement of change in equity and related notes, including comparative
information for allthe statements presented. The subsidiary companies have applied certain exemptions
upon transition to Ind AS.
b) Business combinations
The Group accounts for its business combinations under acquisition method of accounting. Acquisition
related costs are recognised in the statement of profit and loss as incurred. The acquirer’s identifiable assets,
liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair
values at the acquisition date.
Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where
the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair
values of the net assets and contingent liabilities, the excess is recognised as capital reserve.
144
Business combinations arising from transfers of interests in entities that are under common control are
accounted at historical cost under pooling of interest method. The difference between any consideration
given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are
recorded in shareholders’ equity.
On acquisition of a business, the Group assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date.
If a common control transaction is effected through the acquisition of assets and liabilities constituting
a business under IND AS 103 (from an entity under common control) rather than by acquiring shares in
that business, then the acquirer accounts for the transaction in its separate financial statements in
respect of consolidated financial statements.
c) Basis of consolidation
The consolidated financial statements includes the financial statements of the Company, its subsidiaries
and theentities controlled by the Group as at March 31, 2022. Control is achieved when the Group:
· has power over the investee;

· has the ability to use its power to affect its return; and.
· is exposed, or has rights, to variable returns from its involvement with the investee
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that
there arechanges to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases
when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated statement of profit and loss
from the date the Group gainscontrol until the date when the Group ceases to control the
subsidiary.
Adjustments are made to the financial statements of subsidiaries to bring their accounting policies into
line withthe Group's accounting policies.
The Group combines the financial statements of the Company and its subsidiaries line by line adding together
like items of assets, liabilities, equity, income and expenses.
d) Investment in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power
to participate in the financial and operating policy decisions of the investee but is not control or joint control
over those policies
The results and assets and liabilities of associates are incorporated in these consolidated financial
statementsusing the equity method of accounting, except when the investment, or a portion thereof, is
classified as heldfor sale, in which case it is accounted for in accordance with Ind AS 105 Non-current Assets
Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate is
initially recognised in the consolidated balance sheet at cost and adjusted thereafter to recognise the
Group's share of the profit and loss of the associate or joint venture. When the Group's share of losses
of an associate or a joint venture exceedsthe Group's interest in that associate (which includes any long-
term interests that, in substance, form part of the Group's net investment in the associate or joint venture),
the Group discontinues recognising its share of further losses.An investment in an associate is accounted
for using the equity method from the date on which the investee becomes an associate or a joint
venture.
145
When necessary, the entire carrying amount of the investment is tested for impairment in accordance with
Ind AS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in
use and fair value less costs of disposal) with its carrying amount, any impairment loss recognised forms
part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in
accordance with Ind AS 36 Impairment of Assets to the extent that the recoverable amount of the
investment subsequently increases.
e) Revenue recognition
To determine whether to recognize revenue from contracts with customers, the Group follows a 5-step
process:
1. Identifying the contract with customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue from contracts with customers represents sale of services. Revenue from rendering of services
includesadvertisement revenue, subscription revenue, revenue from sale of content, program revenue,
revenue from sponsorship of events and revenue from media related professional and consultancy
services. Revenue from rendering of services is recognised over time where the Group satisfies the
performance obligation over timeor point in time where the Group satisfies the performance obligation
at a point in time. Revenue is measuredat the amount of consideration which the Group expects to be
entitled to in exchange for transferring distinctgoods or services to a customer as specified in the contract,
net of returns and allowances, trade discounts and volume rebates and excluding amounts collected on
behalf of third parties (for example taxes and duties collected on behalf of the government).
Consideration is generally due upon satisfaction of performance obligations and the receivable is
recognized when it becomes unconditional.
Contract Balances
Trade receivables represents the Group’s right to an amount of consideration that is unconditional.
Revenuesin excess of invoicing are considered as contract assets and disclosed as unbilled revenue. Invoicing
in excess of revenues are considered as contract liabilities and disclosed as unearned revenues. When a
customer pays consideration before the Group transfers goods or services to the customer, a contract
liability is recognisedand Disclosed as advance from customers.
Contract liabilities are recognised as revenue when the Group performs under the contract.
Interest Income
Interest income is recognised on time proportion basis taking into account the amount outstanding and
rateapplicable. For all financial assets measured at amortized cost, interest income is recorded using the
effectiveinterest rate (EIR) i.e. the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to the net carrying amount of the financial assets. The future cash
flows include all othertransaction costs paid or received, premiums or discounts if any, etc. Interest income
is included under the head “other income” in the statement of profit and loss. Interest income is included
under the head “other income”in the statement of profit and loss.
146
a) Property, plant and equipment Recognition and initial measurement
Property, plant and equipment are stated at their cost of acquisition. The cost comprises purchase price,
borrowing cost if capitalisation criteria are met and directly attributable cost of bringing the asset to its
working condition for the intended use. Capital expenditure incurred on rented properties is classified as
‘Leaseholdimprovements’ under property, plant and equipment
Subsequent measurement
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and
thecost of the item can be measured reliably. All other repairs and maintenance are charged to Statement of
Profit and Loss during the year in which they are incurred.
Depreciation, estimated useful lives and residual value
Depreciation is provided on Straight Line Method in accordance with the useful life of assets estimated by the
management, which is the rate prescribed under schedule II to the Companies Act, 2013. Leasehold
improvements are depreciated over the period of lease agreement or the useful life whichever is shorter.
Depreciation on property, plant and equipment is provided on the straight-line method, computed on the
basis of useful lives (as set out below) as prescribed in Schedule II of the Act: -
Asset category Useful life as per Schedule Estimated Useful

II (inyears) life by
Management (in years)
Leasehold Improvement Lower of useful life or Lower of useful life or
respective respective
lease term lease term
Plant and Machinery 13 Years 5 Years
Furniture and fixtures 10 Years 10 Years
Asset category Useful life as per Schedule Estimated Useful

II (inyears) life by
Management (in years)
Computers and hardware 3 Years 3 Years
Vehicles 8 Years 8 Years
Office equipment 5 Years 5 Years
The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at the end of each
reporting period.
Where, during any financial year, any addition has been made to any asset, or where any asset has been
sold, discarded, demolished or destroyed, or significant components replaced; depreciation on such
assets is calculated on a pro rata basis as individual assets with specific useful life from the month of such
addition or, as the case may be, up to the month on which such asset has been sold, discarded,
demolished or destroyed orreplaced.
147
De-recognition
An item of property, plant and equipment and any significant part initially recognised is derecognised
upondisposal or when no future economic benefits are expected from its use or disposal. Any gain or loss
arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds
and the carryingamount of the asset) is included in the income statement when the asset is derecognised
a) Intangible assets
Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebate
less accumulated amortisation/ depletion and impairment loss, if any. Such cost includes purchase price,
borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the
intended use.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate,only when it is probable that future economic benefits associated with the items will flow to the
Group and cost can be measured reliably.
Gains or losses arising from derecognition of intangible asset are measured as the difference between the
netdisposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit
and Losswhen the asset is derecognised.
The Group’s intangible assets comprises assets with finite useful life which are amortised on a straight-
linebasis over the period of their expected useful life.
The amortisation period and the amortisation method for Intangible Assets with a finite useful life are
reviewed at each reporting date. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset is accounted for by changing the
amortisation period or method, as appropriate and are treated as changes in accounting estimates. The
amortization expense on intangible assets with finite lives is recognized in the Statement of Profit and Loss.
Amortisation on property, plant and equipment is provided on the straight-line method, computed on the
basis of useful lives (as set out below) as per Group policy -
Asset class Useful life (in years)

License Over license period
Trademarks 5
Website 5
Computer Software Over license period 1-3 years
Video Cost 60% in 1st Year20% in 2nd Year
10% each in 3rd and 4th Year on
straight linebasis
Useful lives are examined on an annual basis and adjusted when applicable on a prospective basis.
148
Intangible assets under development
Expenditure on video costs eligible for capitalization are carried as intangible assets under development where
such assets are not yet ready for their intended use or publishing.
b) Leases
The Group, as a lessee, recognizes a right-of-use asset and a lease liability for its leasing arrangements, if
thecontract conveys the right to control the use of an identified asset. The contract conveys the right to control
the use of an identified asset, if it involves the use of an identified asset and the Group has substantially all
of theeconomic benefits from use of the asset and has right to direct the use of the identified asset.
Ind AS 116 will result in an increase in cash inflows from operating activities and an increase in cash outflows
from financing activities on account of lease payments. On application of Ind AS 116, the nature of
expenseshas changed from lease rent in previous periods to depreciation cost for the right-of-use asset, and
finance cost for interest accrued on lease liability.
The following is the summary of practical expedients elected on initial application:
a. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12
months of lease term on the date of initial application
b. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of
initial application.
c. Applied the practical expedient to grandfather the assessment of which transactions are leases.
Accordingly,Ind AS 116 is applied only to contracts that were previously identified as leases under Ind
AS 17.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a
corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a
term oftwelve months or less (short-term leases) and low value leases. For these short-term and low value
leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the
term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any
initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated
depreciation and impairment losses.
The right-of-use assets is depreciated using the straight-line method from the commencement date
over the shorter of lease term or useful life of right-of use asset.
The lease liability is initially measured at amortized cost at the present value of the future lease payments.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are
remeasured with acorresponding adjustment to the related right of use asset if the Group changes its
assessment if whether it will exercise an extension or a termination option.
149
c) Financial instruments
Financial assets and liabilities are recognized when the Group becomes a party to the contractual
provisions ofthe instrument. Financial assets and liabilities are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other
than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted
from the fair value measured on initial recognition of financial asset or financial liability.
Cash and cash equivalent
The group considers all highly liquid financial instruments, which are readily convertible into known
amounts of cash that are subject to an insignificant risk of change in value and having original maturities of
three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents
consist of balances withbanks, which are unrestricted for withdrawal and usage.
Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within the
business whose objective is to hold these assets in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding
Financial assets at fair value through comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets
are heldwithin a business whose objective is achieved by both collecting contractual cash flows on specified
dates that are solely payments of principal and interest on the principal amount outstanding and selling
financial assets.The Group has made an irrevocable election to present subsequent changes in the fair
value of equity investments not held for trading in other comprehensive income.
` Financial assets at fair value through profit or loss

Financial assets are measured at fair value through profit or loss unless they are measured at amortised
cost orat fair value through other comprehensive income on initial recognition. The transaction costs
directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are
immediately recognised in statement of profit and loss.
De-recognition of financial assets
The Group de-recognises a financial asset when the contractual rights to the cash flows from the asset
expire,or when it transfers the financial asset and substantially all the risks and rewards of ownership of
the asset toanother party. If the Group neither transfers nor retains substantially all the risks and rewards
of ownership and continues to control the transferred asset, the Group recognises its retained interest in
the asset and an associatedliability for amounts it may have to pay.
150
On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum
of theconsideration received and receivable and the cumulative gain or loss that had been recognised
in other comprehensive income and accumulated in equity is recognised in the Statement of Profit and
Loss.
Financial liabilities are measured at amortised cost using the effective interest method.
After initial recognition, the financial liabilities are subsequently measured at amortised cost using
effective interest method. Amortised cost is calculated after considering any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The effect of EIR amortisation is included
as finance costs in thestatement of profit and loss.
De-recognition of financial liabilities
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as thede-recognition of the original liability and the recognition of a new liability. The difference in
the respectivecarrying amounts is recognised in the statement of profit and loss.
Derivative financial instruments

The Group may enter into foreign exchange forward contracts to mitigate the foreign currency exposure
risk.Derivatives are to be initially recognised at fair value at the date the derivative contracts are entered and
will be subsequently re-measured to their fair value at the end of each reporting period. The resulting gain
or loss will be recognised in Statement of Profit and Loss immediately unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in Statement of Profit and
Loss will dependon the nature of the hedge relationship.
Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there
isa currently enforceable legal right to offset the recognised amounts and there is an intention to settle on
a netbasis, to realise the assets and settle the liabilities simultaneously
Equity Instruments
All investments in equity instruments classified under financial assets are initially measured at fair value;
theGroup may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL. The
Group makes such election on an instrument-by-instrument basis. Fair value changes on an equity
instrument is recognised as ‘other income’ in the Statement of Profit and Loss unless the Group has elected
to measure such instrument at FVOCI. Fair value changes excluding dividends and on an equity instrument
measured at FVOCI, are recognised in OCI. Amounts recognised in OCI are not subsequently reclassified to the
Statement of Profit and Loss. Dividend income on the investments in equity instruments are recognised as
‘other income’ in theStatement of Profit and Loss.
151
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of
each reporting period. In case of trade receivables, the Group follows the simplified approach permitted
by Ind AS109 – Financial Instruments - for recognition of impairment loss allowance. The application
of simplified approach does not require the Group to track changes in credit risk of trade receivables. The
Group calculatesthe expected credit losses on trade receivables, using a provision matrix on the basis of its
historical credit loss experience.
All contractual terms of the financial assets (including prepayment and extension) over the expected life of
the assets.
Cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
Impairment of non-financial assets
At each reporting date, the Group assesses whether there is any indication based on internal/external
factors,that an asset may be impaired. If any such indication exists, the Group estimates the recoverable
amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash
generating unit to whichthe asset belongs is less than its carrying amount, the carrying amount is reduced
to its recoverable amount and the reduction is treated as an impairment loss and is recognised in the
statement of profit and loss. All assets are subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist. An impairment loss is reversed if the asset’s or cash-generating
unit’s recoverable amount exceeds its carrying amount.
d) Fair Value Measurement and hierarchy
In determining the fair value of its financial instruments, the Group uses following hierarchy and assumptions
that are based on market conditions and risks existing at each reporting date.:
Fair value hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transactionbetween market participants at the measurement date. The fair value measurement is based on
the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability; or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would
usewhen pricing the asset or liability, assuming that market participants act in their best economic interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use, or by selling it to another
market participantthat would use the asset in its highest and best use.
152
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fairvalue measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value
measurementis directly or indirectly observable
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value
measurementis unobservable.
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by reassessing categorization
(basedon the lowest level input that is significant to the fair value measurement as a whole) at the end of
each reporting period.
The carrying amounts of trade receivables, trade payables, payables towards capital goods, other Bank
Balancesand cash and cash equivalents are considered to be the same as their fair values, due to their
short-term nature. For the purpose of fair value disclosures, the Group has determined classes of assets
and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the
fair value hierarchy as explained above. (Refer Note 34).
k) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on
hand, deposit accounts, margin deposit money and highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts. Bank overdrafts, if any, are shown within
borrowings in current liabilities in the balance sheet
Cash and bank balances comprise cash and cash on deposit with banks. The Group considers all highly liquid
investments with a remaining maturity at the date of investment of three months or less and that are
readilyconvertible to known amounts of cash to be cash equivalents.
l) Employee benefits
Post-employment, long term and short-term employee benefits:
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the Group pays specified
contributions towards Provident Fund, Employee State Insurance and Pension Scheme. The Group’s
contribution is recognised as an expense in the Statement of Profit and Loss during the period in which
the employee renders the related service.
153
Defined benefit plans

The Group pays gratuity to the employees who have completed five years of service with the Group at the
time of resignation/ superannuation. The gratuity is paid @ 15 days salary for every completed year of
service as per the Payment of Gratuity Act, 1972. The liability in respect of gratuity and other post-
employment benefits iscalculated using the Projected Unit Credit Method and spread over the period
during which the benefit is expected to be derived from employees’ services.
Re-measurements of defined benefit plans in respect of post-employment and other long-term

benefits arecharged to the Other Comprehensive Income.
Other long-term employee benefits
Long term compensated absences are provided for based on actuarial valuation at year end. The
actuarialvaluation is done as per projected unit credit method. The Group presents the
compensated absences as a current liability in the balance sheet, to the extent it does not have an
unconditional right to defer its settlement for 12 months after the reporting date.
Short-term employee benefits are recognised as an expense on accrual basis.
Employee share based payments
The employees of the Group and its subsidiary receive remuneration in the form of share-based
payments inconsideration of the services rendered. Under the equity settled share based payment, the fair
value on the grant date of the awards given to employees is recognised as ‘employee benefit expenses’ with a
corresponding increase in equity over the vesting period. The fair value of the options at the grant date is
calculated by an independent valuer using Black Scholes Model. At the end of each reporting period, apart
from the non-market vesting condition, the expense is reviewed and adjusted to reflect changes to the level
of options expected to vest. When the options are exercised, the Group issues fresh equity shares.
M) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Group;

• by the weighted average number of equity shares outstanding during the financial year, adjusted
for bonus elements in equity shares issued during the year.
Dilute earnings per share
For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding during
the period are adjusted forthe effects of all dilutive potential equity shares.
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all
periodspresented for any share splits and bonus shares issues including for changes effected prior to the
approval of the financial statements by the Board of Directors.
154
n) Provisions and contingent liabilities
Provision
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive
obligation, it is probable that an outflow of resources will be required to settle the obligation and the
amount can be reliablyestimated. Provisions are measured at the present value of best estimate of the
expenditure required to settlethe present obligation at the balance sheet date. If the effect of the time
value of money is material, provisions are determined by discounting the expected future cash flows to
net present value using an appropriate pre-tax discount rate that reflects current market assessments
of the time value of money and, where appropriate, therisks specific to the liability.
Contingencies
Contingent liability is disclosed for:

Possible obligations which will be confirmed only by future events not wholly within the control of the Group;
or
Present obligations arising from past events where it is not probable that an outflow of resources will be
requiredto settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised. However, when inflow of economic benefits is probable, related asset
is disclosed.
o) Borrowing costs
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are
capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial
period of time to get ready for its intended use. All other borrowing costs are charged to the Statement
of Profit and Loss in the period in which they are incurred.
p) Income taxes
The income tax expense comprises of current and deferred income tax. Income tax is recognised in the
statement of profit and loss, except to the extent that it relates to items recognised in the other
comprehensive income or directly in equity, in which case the related income tax is also recognised in Other
Comprehensive Income or Equity.
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance
Sheet date.
155
Deferred tax
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the
balance sheet date. Deferred tax assets are recognised for all deductible temporary differences and the carry
forward of any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, and the carry forward of
unused tax losses can be utilised, except when the deferred tax asset relating to the deductible temporary
difference arises from theinitial recognition of an asset or liability in a transaction that is not a business
combination and, at the time ofthe transaction, affects neither the accounting profit nor taxable profit or
loss.
The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets
to be recovered. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists
to set-offcurrent tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities
relate to thesame taxable entity and the same taxation authority.
Current and deferred taxes are recognised in the Statement of Profit and Loss, except when the same
relate toitems that are recognised in other comprehensive income or directly in equity, in which case,
the current anddeferred tax relating to such items are also recognised in other comprehensive income
or directly in equity,respectively.
q) Current versus non-current classification
The Group presents assets and liabilities in the Balance Sheet based on the current/non-current
classification. An asset is treated as current when:
• It is expected to be realised or intended to be sold or consumed in normal operating cycle;

• It is held primarily for the purpose of trading;
• It is expected to be realised within twelve months after the reporting period; or
• It is cash or cash equivalent unless restricted from being exchanged or used to settle a
liability for atleast twelve months after the reporting period.
Current assets include the current portion of non-current financial assets. The Group classifies all other
assets as non-current.
A liability is treated current when:
• It is expected to be settled in normal operating cycle;

• It is held primarily for the purpose of trading;
• It is due to be settled within twelve months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least twelve
months afterthe reporting period.
Current liabilities include current portion of non-current financial liabilities. The Group classifies all
other liabilities as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in
cash and cash equivalents. The Group has identified twelve months as its operating cycle for the
purpose of current /non-current classification of assets and liabilities.
156
r) Foreign currency transactions

Items included in the financial statements are measured using the currency of the primary economic
environment in which the Group operates (‘the functional currency’). The financial statements are
presented in Indian rupee (INR), which is the Group’s functional and presentation currency.
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency’sclosing rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in Statement
ofProfit and Loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using
theexchange rates at the date of the transaction. Nonmonetary items measured at fair value in a foreign
currencyare translated using the exchange rates at the date when the fair value was measured.
The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in fair value of the item.
3. B) Standards issued but not yet effective
All the Ind AS issued and notified by the Ministry of Corporate Affairs (‘MCA’) under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended) till the financial statements are authorised have been
consideredin preparing these financial statements.
Standards issued but not effective

The Ministry of Corporate Affairs ("MCA") vide its notification dated March 23, 2022 has notified Companies
(Indian Accounting Standards) Amendment Rules, 2022 to further amend the Companies (Indian
AccountingStandards) Rules, 2015. Amendments have been made to the following standards.
Amendment to Ind AS 16, Property, Plant and Equipment
The MCA vide notification dated March 23, 2022, has issued an amendment to Ind AS 16 which specifies
thatan entity shall deduct from the cost of an item of property, plant and equipment any proceeds
received fromselling items produced while the entity is preparing the asset for its intended use.
Amendment to Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets
The MCA vide notification dated March 23, 2022, has issued an amendment to Ind AS 37 which specifies
that the cost of fulfilling a contract comprises: the incremental costs of fulfilling that contract and an
allocation ofother costs that relate directly to fulfilling contracts.
Amendment to Ind AS 109, Financial Instruments
The MCA vide notification dated March 23, 2022, has issued an amendment to Ind AS 109 which clarifies that
which fees an entity should include when it applies the ‘10%’ test in assessing whether to derecognise a
financialliability. An entity includes only fees paid or received between the entity (the borrower) and the
lender, includingfees paid or received by either the entity or the lender on the other’s behalf.
The amendments listed above will be effective on or after April 1, 2022 and are not expected to
significantlyaffect the current or future periods.
157
3 (C ) Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with Ind AS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amount of
assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these
financial statements and the reported amount of revenues and expenses for the years presented. Actual
results may differ from the estimates. Estimates and underlying assumptions are reviewed at each balance
sheet date. Revisions to accounting estimates are recognised in the period in which the estimates are revised
and future periods affected. In particular, information about significant areas of estimation uncertainty and
critical judgements in applying accounting policies that have the most significant effect on the amounts
recognised in the financial statements includes:
• Measurement of defined benefit obligations (DBO)
• Estimation of useful lives of property, plant and equipment and intangible assets
• Evaluation of indicators for impairment of non-financial assets
• Provisions & contingent liabilities
• Classification of leases
• Allowance for expected credit loss on receivables
• Impairment of non-financial assets
• Measurement of share-based payments;
• Taxation and legal disputes
• Measurement of fair values
• Capitalisation of internally developed intangible assets
158
Resated Consolidated statement of changes in Equity
All amounts in ₹000 unless stated otherwise
Formerly
A Equity share capital
Conversion of
compulsory Shares allotted
convertible on conversion of
Movement Balance as at preference shares Bonus shares Issue of Shares Balance as at
Opening balance as at exercise of Balance as at
during the 31 March into equity (refer note (refer note 31 March
Particulars 1 April 2019 warrants (refer 31 March 2021
year 2020 shares (refer 13.5) 13.10) 2022
note 13.1)
note 13.12)
Equity share capital 20,000 - 20,000 20,000 69,754.04 1,09,754.04 2,19,508.08 160 2,19,668.08
B Instruments entirely equity in nature
Movement Movement
Opening balance as at during the Balance as at during the Balance as at
Movement
Balance as at
year (refer 31 March year(refer note during the
Particulars 1 April 2019 31 March 2021 31 March 2022
note 13.12) 2020 13.12) year
Compulsorily convertible - 20,000 20,000 (20,000) - - -

preference shares
B Other equity
Reserve and surplus

Equity Equity Total Other
Deemed Foreign Equity Non
Acquisition component of component of
equity compulsorily optionally exchange attributable to Controlling
Particulars Securities adjustment General Warrant Retained Share based Capital Share owners of the Total
contribution convertible convertible translation Interest
premium reserve Reserve forfeiture earnings payment reserve Reserve Warrant Company
on debt debentures debentures reserve
Balance as at 1 April 2019 1,50,000.00 - 20,000.00 - (32,36,432.73) 39,485.20 - 17,49,896.91 - (40,164.57) - - (13,17,215.19) (20,715.23) (13,37,930.42)
Loss for the year - - - - (6,24,705.43) - - - - - - - (6,24,705.43) (1,94,491.27) (8,19,196.70)
Premium on issue of shares 65,000.00 - - - - - - - - - - - 65,000.00 89.79 65,089.79
Acquisition adjustment created - 8,50,000.00 - - - - - - - - - - 8,50,000.00 - 8,50,000.00
during the year
Impact of option lapsed (refer note
37) - - - - - 6,813.82 - - - - - - 6,813.82 - 6,813.82
Call money received against share
warrant - - - - - - - - - - 1,54,062.50 - 1,54,062.50 - 1,54,062.50
Foreign exchange translation
reserve created - - - - - - - - - - - 30,837.75 30,837.75 - 30,837.75
Increase in non controlling share
capital
- - - - - - - - - - - - - 121.28 121.28
Re-measurement losses on defined
benefit plans (net of tax)
- - - - 5,891.84 - - - - - - - 5,891.84 - 5,891.84
Balance as at 31 March 2020 2,15,000.00 8,50,000.00 20,000.00 - (38,55,246.32) 46,299.02 - 17,49,896.91 - (40,164.57) 1,54,062.50 30,837.75 (8,29,314.71) (2,14,995.43) (10,44,310.15)
Loss for the year - - - - (4,92,361.30) - - - - - - - (4,92,361.30) (1,18,809.97) (6,11,171.27)
Premium on issue of shares 2,26,700.63 - - - - - - - - - - - 2,26,700.63 6,688.69 2,33,389.32
Issue of bonus shares (1,09,754.04) - - - - - - - - - - - (1,09,754.04) - (1,09,754.04)
Acquisition adjustment created - 2,84,303.70 2,84,303.70
2,84,303.70 - - - - - - - - - - -
during the year (2,77,294.84) (2,77,294.84)
(2,77,294.84)
Adjustment for purchase -
consideration - - - - - - - - - - -
159
Resated Consolidated statement of changes in Equity
Formerly
Reserve and surplus

Total Other
Equity Equity
Deemed Foreign Equity Non
Acquisitio component of component
equity exchange attributable Controllin
Particulars Securities n General Warrant Retained Share based compulsorily of optionally Capital Share Total
contributio translatio to owners of g Interest
premium adjustmen Reserve forfeiture earnings payment convertible convertible Reserve Warrant
n on debt n reserve the
t reserve reserve debentures debentures
Company
Employee stock option reserve - - - - - 13,544.27 - - - - - - 13,544.27 - 13,544.27
created during the year (refer
note
37)
Impact of option lapsed (refer - - 675.59 - - (22,652.25) - - - - - - (21,976.67) 16.26 (21,960.40)
note
37) - - - 79,948.83 - - - - - - - - 79,948.83 - 79,948.83
Forfeiture of warrants - - - - - - - - - - - (30,837.75) (30,837.75) - (30,837.75)
Foreign exchange
translation reserve - (1,54,062.50) (1,54,062.50)
reversed - - - - - (1,52,284.09) - - - - - (1,54,062.50) -
- (1,12,119.52) 15,711.43
Share warrant converted into - - - - - - - - - 40,164.57 - 1,27,830.95
-
equity Adjustment for sale of - 735.06
- - - - - - - - - - 735.06
subsidiary Increase in non -
controlling share 9,92,147.50
- 9,92,147.50
capital - - - - - 9,92,147.50 - - - - -
Deemed equity component of -
7,19,859.33
- 7,19,859.33
debt - - - - - - 4,99,867.47 2,19,991.86 - - -
(refer note 14) 1,747.13
1,747.13
Issuance of debentures during - 1,882.60
- - - - - - - - - - 135.46
the year
Re-measurement losses on
defined benefit plans (net of tax)
Balance as at 31 March 2021 3,31,946.59 8,57,008.85 20,675.59 79,948.83 (44,98,144.58) 37,191.03 9,92,147.50 22,49,764.38 2,19,991.86 - - - 2,90,530.07 (1,98,398.98) 92,131.09
Loss for the year - - - - (2,12,492.58) - - - - - - - (2,12,492.58) (36,239.09) (2,48,731.67)
Premium on issue of shares 474.99 - (90,658.21) - - - - - - - - - - 474.99 284.77 759.76
Adjustment for purchase - - - - - - - - - 4,74,685.61 - - 3,84,027.40 - 3,84,027.40
Employee stock option
- - - - 59,062.07 - - - - - - 59,062.07 - 59,062.07
reserve
created during the year (refer
note -
37) -
- 2,510.17 - - (4,756.15) - - - - - - (2,245.98) 62.86 (2,183.12)
Impact of option lapsed (refer - - - - - - - - - - - - - (5,40,000.00) 34.60 34.60
note Increase in non controlling
- - - - - - (5,40,000.00) - - - - - (47,663.58) - (5,40,000.00)
share Deemed equity component (47,663.58)
(47,663.58)
of debt Repayment of Deemed - - - - - - - - - - -
equity - 4,96,379.15
component (refer note 14) - 4,96,379.15
- - - - - 1,15,393.22 3,80,985.93 - - - - (193.18)
Issuance of debentures during - 1,213.93
the year (refer note 14) - 1,020.75
Re-measurement losses on - - - 1,213.93 - - - - - -
defined
Balancebenefit plans
as at 31 (net 2022
March of tax) 3,32,421.58 7,66,350.64 23,185.76 79,948.83 (47,09,423.24) 91,496.95 4,04,483.93 23,65,157.60 6,00,977.79 4,74,685.61 - - 4,29,285.46 (2,34,449.02) 1,94,836.44
160
Summary of significant accounting policies and other explanatory information
Formerly
3.1 Property, plant and equipment and right of use assets Right of use asset
Leasehold Plant Furniture Office Computer
Particulars Vehicles Total Building Total
Improveme and and equipment and
nt Machine Fixtures Hardware
ry
Gross Carrying Amount
Balance as at 1 April, 2019 1,01,994.62 3,16,234.53 3,413.23 3,404.16 17,682.60 36,427.01 4,79,156.15 - -
Additions 79.65 436.47 204.00 453.37 - 2,995.11 4,168.60 29,799.80 29,799.80
Disposals - (247.72) - - - (80.27) (327.99) - -
Balance as at 31 March, 2020 1,02,074.27 3,16,423.28 3,617.23 3,857.53 17,682.60 39,341.85 4,82,996.76 29,799.80 29,799.80
Addition due to Slump sale 7,667.67 8,504.41 1,689.09 935.04 6,990.76 4,873.19 30,660.15
Additions - - - - 5,682.56 1,518.98 7,201.55 27,650.71 27,650.71
Disposals (570.88) (9,768.51) (1,518.61) (544.67) (9,859.98) (2,017.38) (24,280.02) - -
Sale of subsidiary - (23,137.82) - - - - (23,137.82) - -
Assets held for sale (refer note 45) (58,255.24) (2,41,470.16) (345.61) (1,105.54) - (1,075.60) (3,02,252.16) - -
Balance as at 31 March, 2021 50,915.82 50,551.20 3,442.10 3,142.35 20,495.94 42,641.04 1,71,188.46 57,450.51 57,450.51
Additions - 1,291.15 162.20 84.51 - 2,803.43 4,341.29 - -
Disposals - - (822.02) (46.60) - (196.66) (1,065.28) - -
Change in right of use assets due to remeasurment in lease liabilities - - - - - - - (742.01) (742.01)
Accumulated depreciation
Balance as at 1 April, 2019 - - - - - - - - -
Depreciation/Amortization for the year 33,517.81 27,953.62 651.64 1,283.96 3,549.45 23,733.25 90,689.72 7,151.95 7,151.95
Disposals - - - - - - - - -
Balance as at 31 March, 2020 33,517.81 27,953.62 651.64 1,283.96 3,549.45 23,733.25 90,689.72 7,151.95 7,151.95
Addition in Slump sale 7,096.80 1,915.06 318.72 426.21 1,760.88 2,941.06 14,458.72 - -
Depreciation/Amortization for the year 10,057.48 12,212.17 517.77 735.67 3,343.95 11,892.10 38,759.12 10,132.35 10,132.35
Sale of subsidiary - (1,713.74) - - - - (1,713.74) - -
Disposals - (142.88) - - - - (142.88) - -
Depreciation/Amortization for the year 205.73 1,900.52 369.23 316.61 4,211.31 3,378.52 10,381.92 10,400.23 10,400.23
Disposals - - (314.67) (22.00) - (167.07) (503.73) - -
Net Carrying Amount
As at 31 March, 2020 68,556.46 2,88,469.66 2,965.60 2,573.57 14,133.15 15,608.60 3,92,307.04 22,647.85 22,647.85
As at 31 March, 2021 243.74 10,326.98 1,953.98 696.52 11,841.66 4,074.64 29,137.52 40,166.21 40,166.21
As at 31 March, 2022 38.01 9,717.61 1,239.60 439.81 7,630.34 3,469.96 22,535.34 29,023.97 29,023.97
(This space has been intentionally left blank)
161
3.2 Intangible assets and intangible assets under development
Formerly
Computer License Logo Design Total Intangible assets

Brand Website Domain Cost Video cost
Particulars Trademark under
software
Development development
Gross Carrying Amount

Balance as at 1 April, 2019 62.06 108.58 23,216.70 10.29 - 46,807.25 2,304.97 2,265.36 74,775.20 -
Additions - - - - - - - - - -
Disposals - - - - - - - - - -
Adjustments - - - - - - - - - -
Balance as at 31 March, 2020 62.06 108.58 23,216.70 10.29 - 46,807.25 2,304.97 2,265.36 74,775.20 -
Addition in Slump sale 62.06 108.58 184.16 10.29 - - - - 365.09 -
Additions 570.42 - - - 66,527.97 - - - 67,098.38 593.60
Adjustments - - - - - (11,409.65) (570.79) (1,780.77) (13,761.20) -
Sale of subsidiary - - - - - (907.96) - - (907.96) -
Disposals (62.06) (108.58) (184.16) (10.29) - - - - (365.09) -
Balance as at 31 March, 2021 632.47 108.58 23,216.70 10.29 66,527.97 34,489.65 1,734.18 484.59 1,27,204.43 593.60
Additions 231.11 - - - 1,00,822.51 24,766.86 686.25 - 1,26,506.73 -
Disposals - - - - - - - - - (593.60)
Balance as at 31 March, 2022 863.59 108.58 23,216.70 10.29 1,67,350.47 59,256.50 2,420.43 484.59 2,53,711.16 -
Accumulated amortisation
Balance as at 1 April, 2019 - - - - - - - - - -
Amortisation for the year 10.50 93.86 4,370.85 9.25 - 25,123.68 1,099.32 341.46 31,048.92 -
Disposals - - - - - - - - - -
Balance as at 31 March, 2020 10.50 93.86 4,370.85 9.25 - 25,123.68 1,099.32 341.46 31,048.92 -
Addition in Slump sale 10.50 93.86 184.16 9.25 - - - - 297.77 -
Amortisation for the year 32.30 14.71 4,186.69 1.05 14,410.95 9,970.72 555.12 143.13 29,314.67 -
Sale of subsidiary - - - - - (604.75) - - (604.75) -
Disposals (10.50) (93.86) (184.16) (9.25) - - - - (297.77) -
Balance as at 31 March, 2021 42.80 108.58 8,557.55 10.29 14,410.95 34,489.65 1,654.43 484.59 59,758.84 -
Amortisation for the year 350.29 - 4,186.69 - 60,936.12 3,777.72 62.10 - 69,312.92 -
Disposals - - - - - - - - - -
Balance as at 31 March, 2022 393.09 108.58 12,744.24 10.29 75,347.07 38,267.37 1,716.53 484.59 1,29,071.76 -
Carrying amounts net

As at 31 March, 2020 51.56 14.71 18,845.85 1.04 - 21,683.57 1,205.65 1,923.90 43,726.28 -
As at 31 March 2021 589.68 - 14,659.16 - 52,117.02 79.74 67,445.59 593.60
As at 31 March 2022 470.49 - 10,472.47 - 92,003.40 20,989.14 703.90 1,24,639.40
162
3.3 Intangible assets under development aging schedule as at March 31, 2021
Formerly
Particulars Amount in intangible assets under development for a period of

Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 593.60 - - - 593.60
There were no Intangible assets related under development as on 31 March 2020 and 31 March 2022.
*There were no projects that were suspended at the end of reporting period accordingly disclosure on expected date of completion of suspended project has not been given. Further there are no projects whose
completion is overdue or has exceeded its cost compared to its original estimate.
163
4A Investment - non current
Formerly
At Cost, Unquoted investments, Investment in equity shares of associate company

5,728 (31 March, 2021: 2,882, 31 March, 2020: 2,882) equity shares of ₹
10 each of YKA Media Private Limited 75,339.94 40,000.00 40,000.00
Less: Share in Loss of associate (1,851.56) - -

Less: Provision for other than temporary diminution in value of (40,000.00) (40,000.00) (40,000.00)
investments
Nil (31 March, 2021: 10, 31 March, 2020: 10) equity shares of ₹ 10 each
- 0.10 0.10
of Owlet Films Media Private Limited
Less: Provision for other than temporary diminution in value of
investments - (0.10) (0.10)
368,000 (31 March, 2021: nil, 31 March, 2020: nil) equity shares of ₹10
each of Spunklane Media Private Limited (refer note 44) 56,590.86 - -
Less: Share in Loss of associate (6,376.29) - -

83,702.95 - -
At Cost, Unquoted investments, Investment in preference shares of associate company
Nil (31 March, 2021: 2,75,000, 31 March, 2020: 2,75,000) compulsorily convertible preference
- 27,500.00 27,500.00
shares of ₹ 100 each of Owlet Films Media Private Limited
Less: Provision for other than temporary diminution in value of

investments - (27,500.00) (27,500.00)
At Cost, Unquoted Investments, Investment in debentures of associate company - - -

Nil (31 March, 2021: 200,000, 21 March, 2020: 200,000) compulsorily
convertible debentures of ₹ 100 each of YKA Media Private Limited. - 20,000.00 20,000.00
- 20,000.00 20,000.00
Investments measured at fair value through profit and loss
Unquoted Investment in equity shares of other company
513 (31 March, 2021: 513, 31 March, 2020: 513) equity shares of ₹10
each of Inclov Technologies Private Limited
Nil (31 March, 2021: 250, 31 March, 2020: 250) equity shares of ₹ 10 6,472.24 6,472.24 6,472.24
each of Four Wheel Group (India) Pvt Ltd
Less: Provision for other than temporary diminution in value of - 2,500.00 2,500.00
investments (6,472.24) - -
- 8,972.24 8,972.24
Aggregate amount of unquoted investments 83,702.95 28,972,24 28972.24
Aggregate amount of unquoted investments at cost 1,38,403.04 96,472.34 96,472.34
Aggregate amount of impairment in value – of invstments 52,848.53 65,000.00 65,000.00
4B Investment - current
Investments measured at fair value through profit or loss (FVTPL)
In mutual fund - quoted
Nil units (previous year 1,389,592.467 units, 31 March, 2020- nil) IDFC Government Securities Fund - Growth - 38,179.47 -
2,701,409.016 units (previous year 2,701,409.016 units, 31 March, 2020- nil) HDFC Corporate Bond Fund - Growth 70,596.19 67,340.45 -
3,489,751.365 units (previous year 3,489,751.365 units, 31 March, 2020- nil) IDFC Banking and PSU Debt Fund - Growth 69,852.26 67,124.32 -
4,457,011.79 units (previous year 4,457,011.79 units, 31 March, 2020- nil) IDFC Corporate Bond Fund - Growth 70,129.30 66,957.69 -
15,740.816 units (previous year 15,740.816 units, 31 March, 2020- nil) SBI Banking and PSU Fund - Growth 40,113.34 38,579.92 -
83.461 Units (Previous year: nil units, 31 March, 2020- nil) Aditya Birla Sun Life Saving Fund 36.75 - -
nil Units (Previous year: 963,190 units, 31 March, 2020- nil) Aditya Birla Sun Life Arbitrage Fund - 20,000.00 -
nil Units (Previous year: 60,818 units, 31 March, 2020- nil) Aditya Birla Sun Life Liquid Fund - 20,000.00 -
nil Units (Previous year: 662,794 units, 31 March, 2020- nil) Edelweiss Mutual Fund - 10,000.00 -
nil Units (Previous year: 1,692,750 units, 31 March, 2020- nil) HDFC Mutual Fund - 20,000.00 -
nil Units (Previous year: 663,671 units, 31 March, 2020- nil) IDFC Mutual Fund - 20,000.00 -
nil Units (Previous year: 585,458 units, 31 March, 2020- nil) L & T Ultra Short Term Fund - 20,000.00 -
2,50,727.84 3,88,181.85 -
Aggregate amount of quoted investments 2,50,727.84 3,88,181.85 -
Aggregate amount of quoted investments at cost 2,37,724.87 3,85,386.23 -
*The Mutual funds held by Company are hypothecated against the Working capital facilities and Demand loan As at March 31, 2022 and March 31, 2021 .(refer note :16b)
5 Other financial assts - non current

Unsecured, Considered good
Bank deposit with maturity of more than twelve months* 95,740.93 90,598.87 66,500.00
Security deposit 4,071.31 4,737.85 4,219.45
Interest accrued but not due on bank deposits 603.33 826.23 2,221.20
Other receivables 28,504.64 - -
1,28,920.21 96,162.94 72,940.65
* Held as lien by bank amounting to ₹ 95,740.93 thousands (31 March2021- 90,598.865 thousands, 31 March 2020- 66,500 thousands)
164
Formerly
As at As at As at
31 March 2022 31 March, 2021 31 March, 2020
5A Other financial asset - current
Unsecured, Considered Good
Unbilled revenue 12,715.49 5,680.73 2,936.53
Interest accrued but not due on others - 13,201.67 -
Interest accrued but not due on Fixed deposits 1,751.13 1,974.47 1,964.57
Security deposit 649.05 2,118.06 33,128.18
Other receivables 29,725.81 4,132.06 354.00
44,841.49 27,106.98 38,383.29
6 Deferred tax assets (net)

Deferred tax assets
Property, plant and equipment and intangible assets 14,122.78 8,320.56 -
Provision for employee benefits obligation 2,104.99 4,056.13 6.52
Lease liability 5,582.94 6,971.05 -
Trade receivable 2,044.03 - -
Others 219.88 373.54 -
Total deferred tax assets 24,074.63 19,721.27 6.52
Deferred tax liabilities

Right of use assets 5,425.25 7,088.34 -
Investment Fair Value through profit and loss 3,272.85 703.66 -
Others - - 274.03
Total deferred tax liabilities 8,698.10 7,792.00 274.03
Net deferred tax assets 15,376.53 11,929.27

(267.50)
6.1 The component of deferred tax assets/(liabilities) is as follows:
Particulars As at 31 March,2021 Recognised in Recognised in other As at 31

(a) statement of profit comprehensive income March,2022
and loss (a+b+c)
(b) (c)
Deferred tax assets/(liabilities) in relation to:
Employee benefits 4,056.13 (2,181.54) 230.41 2,104.99
Lease liability 6,971.05 (1,388.10) - 5,582.94
Right of use assets (7,088.34) 1,663.09 - (5,425.25)
Property, plant and equipment and intangible assets 8,320.56 5,802.22 - 14,122.78
Others 373.54 (153.66) - 219.88
Provision on trade receivables - 2,044.03 - 2,044.03
Investment Fair Value through profit and loss (703.66) (2,569.19) - (3,272.85)
11,929.27 3,216.85 230.41 15,375.53
Particulars As at 31 March,2021 Recognised in Recognised in other Recognised in other As at 31 March,2022

equity
(a) statement of profit ©
comprehensive (a+b+c+d)
and loss income
(b)
(d)
Employee benefits 6.52 4,228.02 - (178.42) 4,056.13
Lease liability - 6,971.05 - - 6,971.05
Right of use assets - (7,088.34) - - (7,088.34)
Property, plant and equipment and intangible assets (1,345.54) 2,657.25 7,008.85 - 8,320.56
Others 1,071.51 (1,769.49) 1,071.51 - 373.54
Investment Fair Value through profit and loss - (977.68) 274.03 - (703.66)
(267.50) 4,021.80 8,354.39 (178.42) 11,929.27
As at Recognised in Recognised in other As at

31 March,2019 statement of profit comprehensive 31 March,2020
Particulars (a) and loss income (a+b+c)
(b) (c)
Employee benefits 0.20 6.32 - 6.52
Others - 1,071.51 - 1,071.51
Property, plant and equipment and intangible assets (1,157.68) (187.86) - (1,345.54)
(1,157.48) 889.97 - (267.50)
7 Income tax assets (net)

Tax collected at source receivable 36.62 36.62 36.62
Tax deducted at source receivable 21,964.42 14,104.10 31,776.84
22,001.03 14,140.72 31,813.46
8A Other non current assets
Prepaid expenses 177.39 646.56 302.92
Gratuity (Refer note 32) 1,557.55 - -
Balance with government authorities 1,14,405.07 8,287.51 1,497.92
165
Quint Digitial Media Limited
All amount in ₹ 000 unless stated otherwise
Contract assets* 1,423.93 - -

1,17,563.94 8,934.08 1,800.84
*Relates to deferment of cost
This space has been intentionally left blank)
Particulars As at 31 March 2022 As at 31 March 2021 As at 31 March 2020
8B Other current assets
Balance with Considered

Unsecured, government authorities
good 33,882.38 1,54,002.98 1,84,277.09
Gratuity (Refer note 32) 873.51 - -
Receivable for sale of shares 0.25 - -
Prepaid expenses 21,845.27 11,579.67 16,553.56
Advance to suppliers for goods and services 822.34 1,378.14 767.07
Advance to employees 1,069.19 775.58 504.71
Other Advance 125.55 159.17 1,500.00
Contract assets* 5,927.66 - -
64,546.15 1,67,895.53 2,03,602.43
*Relates to deferment of cost
9 Trade receivable
Unsecured
Trade receivables from Contract with customers - credit impaired 23,214.91 15,340.92 12,200.24
Trade receivablesforfrom Contract with 1,19,578.19 1,36,087.92 80,636.91
Less: Provision expected credit losscustomers- considered good (23,214.91) (15,340.92) (13,106.24)
1,19,578.19 1,36,087.92 79,730.91
1,19,578.19 1,36,087.92 79,730.91
(i) Refer note 33 for receivable balance from related parties
(ii) Refer note 39 for trade receivables ageing.
(iii) Refer note 35 - Financial instruments for assessment of expected credit losses
10 Cash and cash equivalents

Balances with banks
in current accounts 8,288.83 8,207.50 2,99,415.52
in deposit accounts 500.00 500.00 1,84,322.05
Cash on hand 138.26 174.56 287.06
Cheques on hand - 3,299.07 -
8,927.09 12,181.12 4,84,024.62
Note- There are no repatriation restrictions with regards to cash and cash equivalents as at the end of current reporting period and prior period.
11 Bank balances other than cash and cash equivalents

6,159.79 5,964.92 5,660.56
Margin money deposits 6,159.79 5,964.92 5,660.56
12 Assets classified as held for sale
Property, plant and equipment held for Sale (refer 28,897.94 1,08,021.24 -
note 45) 28,897.94 1,08,021.24 -
13 Equity share capital As at 31 March, 2022 As at 31 March, 2021 As at 31 March, 2020
Number Amount Number Amount Number Amount

Authorised share capital*
Equity shares of ₹ 10 each 5,00,00,000 5,00,000.00 2,35,00,000 2,35,000.00 2,00,00,000 2,00,000
Preference shares of ₹ 10 each - - 25,00,000 25,000.00 25,00,000 25,000
Issued, subscribed and paid up share capital
Equity shares of ₹ 10 each 2,19,66,808 2,19,668.08 2,19,50,808 2,19,508.08 20,00,000 20,000

Total 2,19,66,808 2,19,668.08 2,19,50,808 2,19,508.08 20,00,000 20,000
*During the year ended March 31, 2022, the Authorized Share Capital of the Company has increased and reclassified from the existing ₹ 2,60,000 thousands divided into 2,35,00,000 Equity Shares of ₹
10 each and 25,00,000 Preference Shares of ₹ 10 each to ₹ 50,00,00 thousands divided into 5,00,00,000 Equity Shares of ₹ 10 .
As at 31 March, 2022 As at 31 March, 2021 As at 31 March, 2020
13.1 Equity Shares allotted on conversion of exercise of wa - - 69,75,404 69,754.04 - -
13.2 Equity Shares allotted on conversion of compulsorily - - 20,00,000 20,000.00 - -
13.3 Equity Shares fully paid up allotted as bonus shares - - 1,09,75,404 1,09,754.04 - -
by capitalisation of securities premium
13.4 Equity Shares fully paid up allotted to employee as 16,000 160 - - - -

per employee stock option plan
13.5 Aggregate number of bonus shares issued, shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:
During the previous year, the Company had capitalized and transferred to the Paid-up Share Capital such amount standing to the credit of the Share Premium Account/Securities Premium Account of
the Company as at December 31, 2020, for the purpose of the issue of 10,975,404 new equity shares as Bonus Shares of ₹10 (Rupees Ten only) each credited as fully paid-up, in proportion of existing
equity shares held by way of issuing 1 (One) Equity Shares for every 1 (One) existing Equity Shares held. Thus total number of shares issued for consideration other than cash are nil (previous year
166
10,975,404 as bonus issues). There are no other shares issued for consideration other than cash and no shares bought back during the period of five years immediately preceding the reporting date.
Other than this, the Company has not issued any shares pursuant to contracts without payment being received in cash, or allotted as fully paid up by way of bonus shares during the period ended 31
March 2022 and five years immediately preceding the year ended 31 March 2021 and 31 March 2020 .There are no shares bought back during the period of five years immediately preceding the
reporting date.
167
13.6 Reconciliation of number of equity shares outstanding at the beginning and at the end of the year
Equity shares As at 31 March, 2022 As at 31 March, 2022 As at 31 March, 2022

Balance at the beginning of the year 2,19,50,808 2,19,508.08 20,00,000 20,000.00 20,00,000 20,000
On exercise of warrants - - 69,75,404 69,754.04 - -

On conversion of compulsorily convertible preference - - 20,00,000 20,000.00 - -
Allotted as bonus shares - - 1,09,75,404 1,09,754.04 - -
Allotment of ESOP 16,000 160.00 - - - -
Balance at the end of the year 2,19,66,808 2,19,668.08 2,19,50,808 2,19,508.08 20,00,000 20,000
13.7 Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having the par value of ₹ 10 per share. Each holder of equity share is entitled to one vote per share. All shareholders are equally entitled to dividends.
The Company will declare and pay dividend in Indian Rupees, if any. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the
Company, after payment of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders. The dividend, if any, proposed by the Board of Directors will be
subject to the approval of the shareholders in the ensuing annual general meeting.
13.8 Details of shares held by each shareholder holding more than 5% shares:
Name of shareholder As at 31 March, 2022 As at 31 March, 2021 As at 31 March, 2020
Number % of holding Number % of holding Number % of holding

Mr. Raghav Bahl 64,91,592 29.55% 62,16,653 28.32% 11,20,900 56.05%
Ms. Ritu Kapur 36,86,498 16.78% 36,86,498 16.79% 2,07,400 10.37%
M/S Gokulesh Commercial Private Limited - 0.00% - 0.00% 1,05,825 5.29%
Vespera Fund Limited, Mauritius 21,70,000 9.88% 21,70,000 9.89% - -
Mr. Mohan Lal Jain 18,46,300 8.40% 18,46,300 8.41% - -
Mr. Manohar Lal Agarwal 12,00,000 5.46% 12,00,000 5.47% - -
Ms. Madhusudan Agarwal 12,81,165 5.83% 12,00,000 5.47% - -
Mr. Pankaj Agarwal 13,14,650 5.98% 12,00,000 5.47% - -
11.9 Promoters shareholding

Shareholding of Promoters as on March 31, 2022 As at 31 March 2022
% change during the

Promoter name Number % of total shares Number % of total shares
period*
Mr. Raghav Bahl 64,91,592 29.55% 62,16,653 28.32% 1.23%
Ms. Ritu Kapur 36,86,498 16.78% 36,86,498 16.79% -0.01%
Mr. Mohan Lal Jain 18,46,300 8.40% 18,46,300 8.41% -0.01%
RB Diversified Private Limited 3,97,874 1.81% 3,97,874 1.81% 0.00%
Total 1,24,22,264 56.55% 1,21,47,325 55.33%
* Mr Raghav Bahl has purchased 274,939 shares from open market. There is no change in number of shared held by other promoters. % change in Shareholding is due to
number of 16,000 employee stock options exercised during the year.
Shareholding of promoters as on March 31, 2021 As at 31 March, 2021 As at 31 March, 2020
Promoter name Number % of total shares Number of shares % of total shares % change during the period *
Mr. Raghav Bahl 62,16,653 28.32% 11,20,900 56.05% -27.73%
Ms. Ritu Kapur 36,86,498 16.79% 2,07,400 10.37% 6.42%
Mohan Lal Jain 18,46,300 8.41% 0.00% 8.41%
RB Diversified Private Limited 3,97,874 1.81% 0.00% 1.81%
Total 1,21,47,325 55.33% 13,28,300 66.42%
*Increase in Shareholding of Raghav Bahl is due to issue of 750,000 share warrants, conversion of compulsorily convertible preference share of 1,181,805 and 1,232,943
equity share purchased from open market, and bonus shares issued.
Increase in shareholding of Ritu Kapoor is due to 1,417,254 share warrants issued, 218,595 preference shares converted, 207,400 shares purchased from open market, and
bonus shares issued.
Increase in shareholding of Mohan Lal Jain is due to 923,150 share warrants issued and bonus shares issued.
Increase in shareholding of RB Diversified Private Limited is due to 207,400 shares purchased from open market and bonus shares issued.
Shareholding of promoters as on March 31, 2020 As at 31 March, 2020 As at 31 March, 2019
Promoter name Number % of total Number of shares % of total shares % change during the period *
Mr. Raghav Bahl 11,20,900 shares
56.05% 11,20,900 56.05% 0.00%
Ms. Ritu Kapur 2,07,400 10.37% 2,07,400 10.37% 0.00%
Total 13,28,300 13,28,300
13.10 Share options granted under the Company's employee share option plan:
The Holding Company has reserved issuance of 322,500 ( March 31, 2021: 322,500 and March 31, 2020 :Nil) equity shares of ₹ 10 each for offering to eligible employees of
the Company under Employees Stock Option Scheme (ESOS). Subsequent to 1:1 bonus issue on 4 March 2021 the number of options has been increased by 322,500 stock
options totalling to issuance of 645,000 options. Refer note no 37 for disclosures on share based payments.
13.11 Investments entirely equity in nature As 31 March, 2022 As at 31 March 2021 As at 31 march 2020
Issued, subscribed and fully paid up
Compulsorily convertible preference shares for face va

- - - - 20,00,000 20,000
168
13.12 Rights, preferences and restrictions attached to compulsorily convertible preference shares
The Company, on July 17, 2020, allotted 2,000,000 (Twenty Lakhs) Equity Shares having face value of Rs.10 each pursuant to the conversion of 2,000,000 (Twenty Lakhs) Compulsorily Convertible
Preference Shares ("CCPS") having face value of ₹ 10 in ratio of 1:1 as per terms & conditions agreed upon issuance.
13.13 The Company had realized the 25% upfront money amounting to ₹ 154,062.50 thousands in the year ended 31 March 2020 against the allotment of 14,500,000 warrants at the price of ₹ 42.50 per
warrant on private placement basis. Further, during the previous financial year, the Company has also realized the balance 75% allotment monies amounting to ₹ 222,341.01 thousands , from the bank
account of the respective allottee and allotted 6,975,404 Equity Shares on conversion of the 6,975,404 Equity Warrants (“Warrants”) from the applicants of the aforesaid shares.
13.14 Reconciliation of number of CCPS outstanding at the beginning and at the end of the year
As at 31 March, 2022 As at 31 March, 2022 As at 31 March, 2022
Balance at the beginning of the year - - 20,00,000 20,000 - -
Changes in CCPS during the year (20,00,000) (20,000) 20,00,000 20,000
Balance at the end of the year - - - - 20,00,000 20,000
There are no CCPS as at March 31, 2022.
13.15 Compulsorily convertible preference shares (“CCPS”) shareholding of promoters as on 31 March, 2021
As at 31 March, 2021 As at 31 March, 2020
Number of % ch ange during the
Promoter name % of total shares Number of shares % of total shares
year*
Mr. Raghav Bahl -
shares - 11,81,405 59.07% -59.07%
Ms. Ritu Kapur - - 2,18,595 10.93% -10.93%
Total - - 14,00,000 70.00% -70.00%
* Decrease is due to conversion of 2,000,000 (Twenty Lakhs) Compulsorily Convertible Preference Shares ("CCPS") having face value of ₹ 10 into 2,000,000 (Twenty Lakhs)
Equity Shares having face value of ₹ 10 on July 17, 2020 in ratio of 1:1 as per terms & conditions agreed upon issuance.
Compulsorily convertible preference shares (“CCPS”) shareholding of promoters as on 31 March, 2020
As at 31 March, 2020 As at 31 March, 2019
Number of % change during the
Promoter name % of total shares Number of shares % of total shares
shares year*
Mr. Raghav Bahl 11,81,405 59.07% - - 59.07%

Ms. Ritu Kapur 2,18,595 10.93% - - 10.93%
Total 14,00,000 70.00% - - 70.00%
* Company has issued 20,00,000 Compulsory convertible preference shares, out of which 14,00,000 are issued to promoter at ₹ 42.50 each.
Compulsorily convertible preference shares (“CCPS”) shareholding is nil as at 31 March ,2022 due to conversion into equity shares during the year 2020-21.
As at As at As at
14 Other Equity 31 March 2022 31 March, 2021 31 March, 2020
Money received against share warrant - - 1,54,062.50

- - 1,54,062.50
Equity warrant, up to 1,45,00,000 (One Crore and Forty Five Lakhs Only), at a price of ₹ 42.50 (Rupees Forty Two and Paisa Fifty Only) each aggregating up to ₹ 61,62,50 thousands (Rupees Sixty
One Crores Sixty Two Lakhs and Fifty Thousand Only) for cash consideration on a private placement basis are created, issued, offered and allotted.
An amount equivalent to 25% of the issue price of the Equity Warrants shall be payable at the time of subscription and allotment of each Equity Warrant and the balance 75% shall be payable by the
warrant holder(s) on or before the exercise of the entitlement attached to Equity Warrant(s) to subscribe for Equity Share(s).
The warrant holders, post expiry of three (3) months from date of allotment of Equity Warrants and consent of the Board of Directors, be entitled to exercise the Equity Warrants within a period of
eighteen (18) months from the date of allotment of the warrants by issuing a written notice to the Company specifying the number of Equity Warrants proposed to be exercised. The Company shall
accordingly, issue and allot the corresponding number of Equity Shares of ₹ 10 (Rupees Ten Only) each to warrant holders on payment of the balance consideration for the Equity Warrants.
One Equity Warrant of ₹ 42.50 (Rupees Forty Two and Paisa Fifty Only) each shall entitle the warrant holders to subscribe to one Equity Share of ₹ 10 (Rupees Ten Only) each of the Company.
In the event, the warrant holders do not exercise the Equity Warrants within a period of eighteen (18) months from the date of allotment, the Equity Warrants shall lapse and the amount paid by the
warrant holder(s) on such Equity Warrants shall stand forfeited by the Company.
The Equity Warrants do not give any rights/entitlements to the warrant holders as a shareholder of the Company.
As at As at As at
General reserves
Opening balance 31 March20,675.59
2022 31 March,20,000.00
2021 31 March,20,000.00
2020
(+) Current year transfer 2,510.17 675.59 -
Closing
(-) Writtenbalance
back in current year 23,185.76
- 20,675.59
- 20,000.00
-
The Company transferred a portion of the net profit before declaring dividend to general reserve pursuant to the earlier provision of Companies Act 1956. Mandatory transfer to general reserve is not
required under the Companies Act, 2013. This reserve is available for distribution to shareholders in accordance with provisions of Companies Act, 2013.
Acquisition adjustment reserve

Opening balance 8,57,008.85 8,50,000.00 -
(+) Current year transfer (90,658.21) 2,84,303.70 8,50,000.00
(-) Written back in current year - (2,77,294.84) -
Closing balance 7,66,350.64 8,57,008.85 8,50,000.00
Acquisition adjustment account has been created pursuant to acquisition of The Quint business of Quintillion Media Limited.(refer note :44)
169
As at As at As at
Warrant forfeiture account 31 March 2022 31 March, 2021 31 March, 2020

Opening balance 79,948.83 - -
Closing balance
(+) Current year transfer 79,948.83
- 79,948.83
79,948.83 --
Warrant forfeiture account has been created pursuant to forfeiture of warrants on account of non payment of final call money. During the year ended 31 March 2021, 7,524,596 Equity Warrants were
lapsed due to non exercise by the warrant holders and the consideration amount equivalent to 25% of issue price, amounting to ₹ 79,948.83 thousands paid by the warrant holder(s) on such Equity
Warrants stands forfeited by the Company.
Deemed equity contribution on debt

Opening balance 9,92,147.50 - -
Deemed equity component of debt 50,000.00 9,92,147.50 -
Less: Repayment (47,663.58) - -
Less: Inter company elimination (5,90,000.00) - -
Closing balance 4,04,483.93 9,92,147.50 -
The Group has obtained term loan facilities from RBL Bank Limited (‘RBL Bank’). A portion of the loans obtained from RBL Bank are backed against a Standby Letter of Credit (‘SBLC’) from
Citibank India & CITI NY (‘BB Guaranteed Loans’). The BB Guaranteed Loans have been primarily utilized for working capital/ general corporate purposes by the Company.
During the year ended , RBL Bank invoked the bank guarantees and recovered the loans including interest due thereon from the guarantors. In relation to the outstanding amount of ₹ 47,663.58
thousands as at March 31, 2021, Bloomberg LP has called up on the Quintillion Business Media Limited to repay ₹ 47,663.58 thousands as full and final settlement.
The balance outstanding amount has been written back by the Group.
Equity component of compulsorily convertible debentures

Opening balance 22,49,764.38 17,49,896.91 17,49,896.91
Increase due to issuance of debentures during the year 1,15,393.22 4,99,867.47 -
Closing balance 23,65,157.60 22,49,764.38 17,49,896.91
a) 2,11,54,000 Compulsorily convertible debentures in the subsidiary company Quintillion Media Limited at a interest rate of 0.001% had been issued at face value ₹ 100 vide board resolution dated 19
March 2019. The tenure of the debenture will be 5 years. The debentures had been issued to Mr Raghav Bahl, director of the subsidiary Company.
b) The subsidiary Company Quintype Technologies India Limited has issued 19,603,130 Compulsory Convertible Debentures (CCDs) having face value of ₹ 10 each at a premium of ₹ 2.753 each carrying
nominal interest of 0.01% payable yearly to IIFL Seed Ventures Fund Series II. The investment price was determined by an independent valuer appointed by the board. The CCDs shall be converted to
equity on a date not later than (i) 10 (ten) years from the date on which CCDs are allotted to the holders of the CCDs or (ii) closing of a IPO (the “CCD Conversion Date”). Each CCD shall (on the
Conversion Date) convert into 1 (one) Equity Share, (“CCD Conversion Rate”), subject to any valuation adjustment as per the terms of the Transaction Documents, to the satisfaction of the holder of
CCDs.
Liability component of compulsorily convertible debentures (‘CCD’) represents the discounted value of the mandatory payments required under the terms of the CCD. Interest is payable on CCD at
the rate of 0.01% per annum. The interest payments commenced from the allotment of debentures and are payable till conversion date of the CCD.
Equity component of optionally convertible debentures

Opening balance 2,19,991.86 - -
Increase due to issuance of debentures during the year 3,80,985.93 2,19,991.86 -
Closing balance 6,00,977.79 2,19,991.86 -
a) 65,00,000 Optionally convertible redeemable debentures (OCRDs) (March 31, 2021 in the subsidiary company Quintillion Media Limited were issued at face value ₹ 100 vide board resolution dated 6
November 2017. The conversion of OCRDs was at a price, determined by an independent valuer appointed by the Board of Directors of the Company. The OCRDs had been issued to RB Diversified
Private Limited (formerly RB Investments Private Limited), the holding Company.
b) 2,74,39,000 Optionally convertible debentures in the subsidiary company Quintillion Media Limited at a interest rate of 0.001% had been issued at face value ₹ 100 vide board resolution dated 19
March 2019. The tenure of the debenture will be 5 years. The debentures had been issued to Mr Raghav Bahl, director of the subsidiary Company. The conversion of the debenture shall happen at the
option of the allottee.
Security premium
Opening balance 3,31,946.59 2,15,000.00 1,50,000.00
(+) Current year transfer 474.99 2,26,700.63 65,000.00
(-) Utilised for issue of bonus shares - 1,09,754.04 -
Closing balance 3,32,421.58 3,31,946.59 2,15,000.00
Securities premium represents premium received on issuance of shares. The balance is utilised in accordance with the provisions of the Companies Act, 2013.
Share based payment reserve
Add: employee
Opening balance stock compensation expenses 59,062.07
37,191.03 13,544.27
46,299.02 30,389.67
39,485.20
Less: transferred to security premium on exercise of shares (284.77) (6,687.51) (89.79)
Less: transferred to general reserve for shares vested and lapsed (2,573.03) (691.85) (23,486.07)
Less: Written back in current year (1,898.36) (15,272.89) -
Closing balance 91,496.95 37,191.03 46,299.02
This reserve represents the shared based compensation expense recorded with the respect to options granted to employees as and when the related grant conditions are met and is adjusted on exercise/
forfeiture of options.
Retained earnings
Adjustment on sale of subsidiary

Opening balance -
(44,98,144.58) (1,52,284.09)
(38,55,246.32) -
(32,36,432.73)
Net loss for the current year (2,12,492.58) (4,92,361.30) (6,24,705.43)
Re-measurement losses on defined benefit plans (net of tax) 1,213.93 1,747.13 5,891.84
Closing balance (47,09,423.24) (44,98,144.58) (38,55,246.32)
Retained earnings are created from the profit of the Company, as adjusted for distribution to owners, transfer to other reserve, remeasurement of defined benefit plan, etc.
170
As at 31 March, 2022 As at 31 March, 2021 As at 31 March 2020
Capital Reserve
Opening Balance - (40,164.57) (40,164.57)

Addition during the year 4,74,685.61 40,164.57 -
Closing balance 4,74,685.61 - (40,164.57)
Capital reserve has been created due to acquisition of Quintillion Media Limited refer note 44)
Foreign exchange translation reserve
Opening balance
Addition during the year
Opening balance -- -
30,837.75 30,837.75
-
Closing
Reversalbalance
during the year -- -
(30,837.75) 30,837.75
-
15 As at As at As at
Non Controlling Interest
Opening balance (1,98,398.98) (2,14,995.43) (20,715.23)

Loss for the year (36,239.09) (1,18,809.97) (1,94,491.27)
Security premium 284.77 6,688.69 89.79
Other comprehensive income (193.18) 135.46 -
General reserve 62.86 16.26 -
Adjustment on sale of subsidiary - 1,27,830.95 -
Minority share capital 34.60 735.06 121.28
Closing balance (2,34,449.02) (1,98,398.98) (2,14,995.43)
16A Borrowings – Non Current As at As at As at

Secured 31 March 2022 31 March, 2021 31 March, 2020
Term Loan from Bank
From banks •refer note (vi) (vii) (viii) & (ix) below] - - 7,92,454.15
Vehicle loan from financial institution [refer note (v), (x), (xi) below] 1,547.58 2,059.80 4,188.86
Less: current maturities of borrowings from bank [refer note 16(b) below] (408.89) (512.22) (7,96,061.93)
Unsecured
- Optionally convertible redeemable debentures (refer - 3,76,500.00 6,68,368.58
note (i) below)
- Compulsorily convertible debentures [refer note (ii) below] 103.93 105.58 98.31
- Optionally convertible debentures [refer note (iii) below] 18.42 7.90 -
Liability component of compulsorily convertible debentures - [refer note (iv) below] 106.92 114.45 -
Less: current maturities of compulsorily convertible debentures (11.85) (12.07) -
Total 1,356.11 3,78,263.44 6,69,047.96
16B Borrowings - current 31 March 2022 31 March, 2021 31 March, 2020

Demand loan As at As at As at
From banks [refer note (xii) below] 1,25,000.00 80,500.00 -
Bank overdraft [refer note (xiii) below] 53,980.32 35,076.91 50,930.84
Working capital facilities
From banks [refer note (xiv) (xv) & (xvi) below] 2,753.21 7,022.35 40,941.22
From others [refer note (xvii) (xviii) & (xix) below] 74,500.00 83,500.00 5,68,100.00
Current maturities of compulsorily convertible debentures 11.85 12.07 -
Current maturities of borrowings from bank 408.89 512.22 7,96,061.93
2,56,654.27 2,06,623.54 14,56,033.99
Notes for 16A and 16B
A) Terms of Borrowing- non current As at As at As at
(i) 65,00,000 Optionally convertible redeemable debentures (OCRDs) in the subsidiary company Quintillion Media Limited - 3,76,500.00 6,68,368.58
were issued at face value ₹ 100 vide board resolution dated 6 November 2017. Out of which outstanding balance is on
March 31, 2022 is nil (March 31, 2020 : 65,00,000 and March 31, 2021: 37,65,000 )The conversion of OCRDs was at a
price, determined by an independent valuer appointed by the Board of Directors of the Company. The OCRDs had been
issued to RB Diversified Private Limited (formerly RB Investments Private Limited), the holding Company.
Particulars Number of debentures Date of payment

Optionally convertible redeemable debentures 1,90,000 16 July 2020
Optionally convertible redeemable debentures 2,45,000 31 August 2020
Optionally convertible redeemable debentures 1,00,000 23 September 2020
Optionally convertible redeemable debentures 15,00,000 13 January 2021
Optionally convertible redeemable debentures 7,00,000 19 February 2021
Optionally convertible redeemable debentures 27,00,000 22 April 2021
Optionally convertible redeemable debentures 10,65,000 20 May 2021
65,00,000
171
As at As at As at
(ii) 2,11,54,000 Compulsorily convertible debentures in the subsidiary company Quintillion Media Limited at a interest rate of 103.93 105.58 98.31
0.001% had been issued at face value ₹ 100 vide board resolution dated 19 March 2019. The tenure of the debenture will be
5 years. Out of which outstanding balance is 2,11,54,000 (March 31, 2020 : 1,75,00,000 and March 31, 2021: 2,00,00,000
)The debentures had been issued to Mr Raghav Bahl, director of the Company. The conversion of the debenture shall
happen at the option of the allottee.
Particulars Number of debentures Date of issue
Compulsory convertible debentures (CCDs) 25,00,000 19 March 2019
Compulsory convertible debentures (CCDs) 25,00,000 03 April 2019
Compulsory convertible debentures (CCDs) 50,00,000 11 June 2019
Compulsory convertible debentures (CCDs) 25,00,000 02 July 2019
Compulsory convertible debentures (CCDs) 25,00,000 17 September 2019
Compulsory convertible debentures (CCDs) 25,00,000 23 October 2019
Compulsory convertible debentures (CCDs) 25,00,000 20 May 2020
Compulsory convertible debentures (CCDs) 11,54,000 17 Jan 2022
2,11,54,000
As at As at As at
(iii) 62,85,000 Optionally convertible debentures in the subsidiary company Quintillion Media Limited at a interest rate of 18.42 7.90 -
0.001% had been issued at face value ₹ 100 vide board resolution dated 19 March 2019. Out of which outstanding balance
as on March 31, 2022 is 62,85,000 (March 31, 2020 : nil and March 31, 2021: 22,00,000 )The tenure of the debenture will be
5 years. The debentures had been issued to Mr Raghav Bahl, director of the Company. The conversion of the debenture
shall happen at the option of the allottee.
Particulars Number of debentures Date of issue

Optionally convertible debentures 15,00,000 13 January 2021
Optionally convertible debentures 7,00,000 19 February 2021
Optionally convertible debentures 30,20,000 22 April 2021
Optionally convertible debentures 10,65,000 19 May 2021
62,85,000
As at As at As at
(iv) The subsidiary Company Quintype Technologies India Limited has issued 19,603,130 Compulsory Convertible Debentures 106.92 114.45 -
(CCDs) having face value of ₹ 10 each at a premium of ₹ 2.753 each carrying nominal interest of 0.01% payable yearly to
IIFL Seed Ventures Fund Series II. The investment price was determined by an independent valuer appointed by the
board. The CCDs shall be converted to equity on a date not later than (i) 10 (ten) years from the date on which CCDs are
allotted to the holders of the CCDs or (ii) closing of a IPO (the “CCD Conversion Date”). Each CCD shall (on the
Conversion Date) convert into 1 (one) Equity Share, (“CCD Conversion Rate”), subject to any valuation adjustment as per
the terms of the Transaction Documents, to the satisfaction of the holder of CCDs.
Liability component of compulsorily convertible debentures (‘CCD’) represents the discounted value of the mandatory
payments required under the terms of the CCD. Interest is payable on CCD at the rate of 0.01% per annum. The interest
payments commenced from the allotment of debentures and are payable till conversion date of the CCD.
As at As at As at
Name of Bank/Financial institution Particulars
a) Terms of borrowing- Non-current
HDFC Bank Car Loan Outstanding Amount (₹ ) 1,547.58 1,924.19 -
Interest rate 8.25% 8.25% -
Security Hypothecation of Hypothecation of -
vehicle financed. vehicle financed.
(v) Repayment schedule Monthly 60 Monthly 60 -

Installment for ₹ Installment for ₹
43,444 each starting 43,444 each starting
from 07th September from 07th September
2020 (Total amounting 2020 (Total amounting
₹ 2606 thousands ) ₹ 2606 thousands )
Ratnakar Bank Limited - Credit facility Outstanding Amount (₹ ) - - 3,95,954.15

Interest rate - - Interest ranging from
11.80%-12.30% p.a.
Security - - hypothecation on all

current assets and
property, plant and
equipment (including
other intangibles).
Further by way of
personal guarantee from
Ms. Ritu Kapur,
Director and Mr.
Raghav Bahl, Director.
Repayment schedule - - 20 structured quarterly

Installments
172
As at As at As at
Ratnakar Bank Limited - Credit facility Outstanding Amount (₹ ) - - 1,30,000
Interest rate - - 3 month MCLR rate of
9.35% p.a
Security - - Secured by
unconditional and
irrevocable Standby
letter of credit(SBLC)/
financial guarantee from
Citi bank sponsored by
Bloomberg LP or any of
its subsidiaries. SBLC/
Financial guarantee to
cover principal plus 2
months interest.
Repayment schedule - - 36 Months - Bullet

Repayment be made at
the end of tenor
Ratnakar Bank Limited - Credit facility Outstanding Amount (₹ ) - - 39,500

9.70% p.a
unconditional and
irrevocable Standby
Citi bank sponsored by
Bloomberg LP or any of
its subsidiaries. SBLC/
Financial guarantee to
months interest.

the end of tenor
Ratnakar Bank Limited - Credit facility Outstanding Amount (₹ ) - - 2,27,000

9.30% plus 0.40% p.a
unconditional and
irrevocable Standby
Citi bank N A New
York sponsored by
Bloomberg LP. SBLC/
Financial guarantee shall
be denominated in ₹ to
months interest. In case
SBLC denominated in
USD, then sblc cover
will be 110% of value of
term loan plus 2 months
interest.

the end of tenor
173
As at As at As at
Kotak Mahindra Bank - Loan (1) Outstanding Amount (₹ ) - - 400.78
Interest rate - - Interest rate of 9.13%
Security - - Hypothecation of
vehicle
Repayment schedule - - Repayable in 17

monthly installments
Kotak Mahindra Bank - Loan (2) Outstanding Amount (₹ ) - - 676.52
vehicle
Kotak Mahindra Bank - Loan (3) Outstanding Amount (₹ ) - - 1,132.22
vehicle
Repayment schedule - - (xi) Repayable in 12
Kotak Mahindra Bank - Loan (4) Outstanding Amount (₹ ) - 1,071.04
vehicle
Kotak Mahindra Bank Outstanding Amount (₹ ) - 135.61 908.32
Interest rate - Interest rate of 8.98% Interest rate of 8.98%
- Hypothecation of Hypothecation of
Security respective motor respective motor vehicle
vehicle financed. financed.
Repayment schedule - Repayable in 60 Repayable in 60
monthly installments monthly installments
As at As at As at
Terms of borrowing-
Name ofCurrent
Bank/Financial institution Particulars
Barclays Bank PLC - Demand loan Outstanding Amount (₹ ) 1,25,000 80,500 -
Interest rate Interest ranging from Interest ranging from -
5.70% - 6.30% p.a. 5.70% - 6.30% p.a.
Security Hypothecation of 'Hypothecation of -

mutual funds and mutual funds and
additionally by way of additionally by way of
personal guarantee personal guarantee
from Ms. Ritu Kapur, from Ms. Ritu Kapur,
Director and Mr. Director and Mr.
Raghav Bahl, Director Raghav Bahl, Director
Repayment schedule Repayable on demand Repayable on demand -
Ratnakar Bank Limited- Overdraft facility Outstanding Amount (₹ ) 53,980.32 35,076.91 50,930.84
Interest rate Interest at fixed Interest at fixed Interest at fixed deposit
deposit rate plus 1.5% deposit rate plus 1.5% rate plus 1.5% p.a
p.a p.a
Security Charge on bank Charge on bank Charge on bank
deposits held by deposits held by deposits held by
Horizon Satellite Horizon Satellite Horizon Satellite
Services Private Services Private Services Private Limited,
Limited, Limited,
Repayment schedule Repayable on demand Repayable on demand Repayable on demand
Ratnakar Bank Limited - Cash credit facility Outstanding Amount (₹ ) - 3,897.46 -

Interest rate - Interest at 7.75% p.a -
Security - Charge over fixed -
deposit
Repayment schedule - Repayable on demand -
Ratnakar Bank Limited - Cash credit facility Outstanding Amount (₹ ) - - 40,941.22

Interest rate - - Interest at 7.75% p.a
Security - - Charge over fixed
deposit
Repayment schedule - - Repayable on demand
174
As at As at As at
Ratnakar Bank Limited - Cash credit facility Outstanding Amount (₹ ) 2,753.21 3,124.88 -
Interest rate Interest at fixed Interest at fixed
deposit rate+1% p.a deposit rate+1% p.a -
Security Charge over fixed Charge over fixed
deposit deposit -
Repayment schedule
Repayable on demand Repayable on demand -
Barclays Investment and Loans Limited - Working Outstanding Amount (₹ ) 69,000 52,000 -
capital facility Interest rate Interest ranging from Interest ranging from -
5.50% - 7.10% p.a. 5.50% - 7.10% p.a.
Security hypothecation of hypothecation of -
mutual funds mutual funds
Repayment schedule Repayable on demand Repayable on demand -
Barclays investment and loans limited - Working Outstanding Amount (₹ ) 5,500.0 31,500.0 5,28,100.0
capital demand loan Interest rate Interest ranging from Interest ranging from Interest ranging from
5.50% - 7.10% p.a. 5.50% - 7.10% p.a. 5.50% - 7.10% p.a.
Security Hypothecation on all Hypothecation on all Hypothecation of
current assets and current assets and mutual funds and
movable fixed assets movable fixed assets further by way of
(including intellectual (including intellectual personal guarantee from
property rights and property rights and Ms. Ritu Kapur,
other intangibles) and other intangibles) and Director and Mr.
further by way of further by way of Raghav Bahl, Director.
personal guarantee personal guarantee
from Ms. Ritu Kapur, from Ms. Ritu Kapur,
Director and Mr. Director and Mr.
Raghav Bahl, Director. Raghav Bahl, Director.
Repayment schedule Repayable on demand Repayable on demand Repayable on demand
Barclays Bank PLC - Working capital demand loan Outstanding Amount (₹ ) - - 40,000
Interest rate - - Interest ranging from
8.60%-10.15% p.a.
Security Hypothecation on all Hypothecation on all Hypothecation on all
current assets and current assets and current assets and
movable fixed assets movable fixed assets movable fixed assets
(including intellectual (including intellectual (including intellectual
property rights and property rights and property rights and
other intangibles) of other intangibles) of other intangibles) of
subsidiary company subsidiary company subsidiary company and
and further by way of and further by way of further by way of
personal guarantee personal guarantee personal guarantee from
from Ms. Ritu Kapur, from Ms. Ritu Kapur, Ms. Ritu Kapur,
Director and Mr. Director and Mr. Director and Mr.
Raghav Bahl, Director. Raghav Bahl, Director. Raghav Bahl, Director.
Repayment schedule - - Repayable on demand
16C The group is not required to submit any financials information to the bank as per sanction letter entered into with banks.
17A Lease liability - non current

As at As at As at
31 March 2022 31 March, 2021 31 March,
2020
Lease liability (see note 38) 37,617.92 46,661.76 24,950.19
Less: Current maturities of lease liabilities (9,290.18) (8,693.20) (6,709.09)
Total 28,327.74 37,968.55 18,241.10
175
17B Lease liability - current

As at As at As at
Current maturities of lease liabilities (see note 38 9,290.18 8,693.20 6,709.09
Total 9,290.18 8,693.20 6,709.09
Reconciliation of liabilities arising from financing activities (as per requirements of Ind AS 7 'Statement of cash flows')
Particulars As at As at As at
Non-current borrowings (including current maturities 1,356.11 3,78,263.44 6,69,047.96
of long term debt)
Current borrowings 2,56,654.27 2,06,623.54 14,56,033.99
Leases 37,617.92 46,661.76 24,950.19
Non-current Current borrowings Leases

borrowings
Balance as at 1 April 2019 11,95,615.07 7,11,014.16 30,776.37
Cash Flows (net)
Repayment of non-current borrowings (5,26,566.71) - -
Proceeds from current borrowings (net) - 50,030.73 -
Repayment of lease liabilities - - (8,475.45)
Non cash changes
Interest expense on lease liabilities - - 2,649.27
Balance as at 31 March 2020 6,69,047.96 14,56,033.99 24,950.19
Cash Flows (net) - - -
Proceeds from non-current borrowings 21.30 - -
Proceeds from current borrowings (net) - (12,49,410.45) -
Repayment of lease liabilities - - 18,170.49
- - -
Non cash changes
Balance as at 31 March 2021 3,78,263.44 2,06,623.54 46,661.76
Cash Flows (net) - -
Proceeds from current borrowings (net) - 50,030.73 -
Repayment of lease liabilities - - (12,558.57)
Non cash changes
Balance as at 31 March 2022 1,356.11 2,56,654.27 37,617.92
18A Provisions - non current

Provision for Compensated absences (refer note 32) 6,666.67 4,458.52 6,472.43
Provision for Gratuity (refer note 32) 20,310.39 25,155.41 22,215.00
Lease Rent Equalisation Liability - - 976.57
26,977.06 29,613.92 29,664.00
18B Provisions - current
Lease Rent Equalisation Liability - - 15,147.06
Provision for Compensated absences (refer note 32) 6,402.84 6,316.25 9,570.92
Provision for Gratuity (refer note 32) 1,659.89 1,357.40 268.53
8,062.73 7,673.65 24,986.51
19 Current tax liabilities (net)
Provision for taxes (net of advance tax -₹ 7,192.29 thousands, 31 March, 2021- ₹ 1,542.16 thousands, 31 March, 2020-nil) 4,409.56 1,720.20 -
4,409.56 1,720.20 -
20 Trade Payables (refer note 40)
Total outstanding dues of micro enterprises and small enterprises 8,047.30 8,280.99 5,557.70
Total outstanding dues of creditors other than micro enterprises and small enterprises* 1,11,626.33 83,649.47 95,356.92
1,19,673.63 91,930.46 1,00,914.61
* Includes trade payables of ₹ 54.92 thousands (31 March, 2021- ₹ 168.56 thousands and 31 March, 2020- ₹ 109.83
20.1 The details of amounts outstanding to micro and small enterprises as per the provision of Micro, Small and As at 31 March As at 31 As at 31
Medium Enterprises Development Act (MSMED),2006 based on available information with the Group is as 2022 March 2021 March 2020
under
8,047.30 8,280.99 5,557.70
a) Principal amount due to suppliers registered under the MSMED and remaining unpaid as at year end
b) the amount of interest due and payable for the period of delay in making payment ( which have been paid but - - -
beyond the appointed day during the year) but without adding the interest specified under MSMED Act, 2006;
- - -
c) the amount of interest paid by the buyer in terms of section 16, along with the amounts of the payment made to
thesupplier beyond the appointed day during each accounting year;
- - -
d) Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED Act, beyond the
appointedday during the year
- - -
e) amount of interest due and payable for the period of delay in making payment excluding interest specified
under MSMED Act
f) the amount of interest accrued and remaining unpaid at the end of each accounting year; - - -
g) the amount of further interest remaining due and payable even in the succeeding years, until such date when the - - -
interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible
expenditure under Section 23
176
21 Other Financial liabilities As at 31 March 2022 As at 31 March 2021 As at 31 March 2020
Interest accrued but not due 430.43 789.13 18,857.88

Deferred payment (refer note 44) 1,39,886.62 - -
Employee dues payable 18,924.58 28,105.83 42,461.72
Capital creditor 2,540.78 2,214.59 2,635.11
Other Payables - - 371.70
1,61,782.41 31,109.55 64,326.41
22 Other current liabilities

Payable to statutory authorities 16,023.00 18,447.50 18,835.12
Deferred Income 16,702.44 19,200.52 20,894.04
Advance from customers 3,678.19 38.03 -
36,403.63 37,686.04 39,729.16
23 Revenue from operations Year ended Year ended Year ended

31 March, 2022 31 March, 2021 31 March, 2020
A Revenue from Contracts with Customer
Sale of services 5,59,761.62 3,54,451.67 2,83,382.18
5,59,761.62 3,54,451.67 2,83,382.18
Disaggregation of revenue
The Group has performed a disaggregated analysis of revenues considering the nature, amount, timing and uncertainty of revenues. This includes disclosure of revenues by geography and timing of
recognition.
Revenue from operation Year ended Year ended Year ended 31
31 March, 2022 31 March 2021 March 2020
Revenue by geography
Domestic 4,32,738.63 2,85,323.90 2,48,171.84
Export 1,27,022.99 69,127.77 35,210.34
Total 5,59,761.62 3,54,451.67 2,83,382.18
Revenue recognised at point in time 5,58,956.72 3,54,451.67 2,83,382.18

Revenue recognised over a period 804.91 - -
Total 5,59,761.62 3,54,451.67 2,83,382.18
B Contract balances
The following table provides information about receivables, contract assets and contract liabilities from contract with customers:
Particulars As at 31 March As at 31 March As at 31 March

2022 2021 2019
Contract liabilities
Unearned revenue (refer note 22) 20,380.63 19,238.54 20,894.04
Total contract liabilities 20,380.63 19,238.54 20,894.04
Contract assets
Unbilled revenue (refer note 5A) 12,715.49 5,680.73 2,936.53
Total contract liabilities 12,715.49 5,680.73 2,936.53
Receivables (refer note 9)

Trade receivables 1,42,793.10 1,51,428.84 92,837.15
Less: Loss allowance (23,214.91) (15,340.92) (13,106.24)
Net receivables 1,19,578.19 1,36,087.92 79,730.91

Contract assets Contract Liabilities Contract assets Contract Liabilities Contract assets Contract Liabilities
Unbilled Unearned revenue Unbilled revenue Unearned revenue Unbilled revenue Unearned revenue
revenue
Opening balance 5,680.73 19,238.54 2,936.00 20,894.04 - -
Addition during the year 12,715.49 20,380.63 5,680.73 26,807.96 2,936.00 20,894.04
Revenue recognised during the year (5,680.73) (19,238.54) 2,936.00 28,463.47 - -
Closing balance 12,715.49 20,380.63 5,680.73 19,238.54 2,936.00 20,894.04
24 Other income
Interest Income from financial assets at amortised cost
Fixed deposit 5,562.17 6,461.02 18,701.07
Income tax refund - 1,146.98 683.54
Compulsory convertible debentures 2,606.28 14,945.96 -
Unwinding of discount on Security deposit 133.47 180.30 -
Dividend income - - 11,669.38
Fair valuation of investments carried at fair value through profit or loss (Mutual Fund) 10,207.82 2,795.62 -
Notice period recovery from employees 702.15 46.17 -
Profit on sale of Mutual funds (net) mandatorily measured at fair value through profit or loss 3,491.98 3,655.92 889.64
Profit on Sale of Shares (net) (refer note 51) - - 4,06,403.89
Provision no longer required 28,345.96 1,429.43 6,762.05
Profit on modification of Lease (net) 29.33 - -
Profit on sale of property, plant and equipment (net) 89.96 - -
GST input on terminal services 4,080.88 5,459.91 5,091.91
Miscellaneous income 261.51 1,038.28 2,346.29
55,511.32 37,159.59 4,52,547.77
177
(formerly Gaurav Mercantiles Limited
Year ended Year ended Year ended

25 Employee benefit expenses
Salaries, wages and allowances 4,01,004.60 4,00,299.19 6,37,555.60
Contribution to provident and other funds (refer note 32) 22,320.33 21,249.35 31,050.04
Gratuity expenses (refer note 32) 9,871.73 8,585.49 10,530.95
Staff Welfare expenses 4,148.48 4,472.20 12,438.54
Share based payment to employees (refer note 37) 59,062.07 13,544.27 30,389.67
Less: Video cost capitalization (refer note 46) (76,486.33) (52,444.75) -
4,19,920.88 3,95,705.75 7,21,964.81
26 Finance costs
Interest on loan at amortized cost 12,139.88 37,072.71 1,98,260.93
Interest on compulsorily convertible debentures 774.73 82.02 -
Interest on others 388.00 55.09 1,967.78
Interest on overdraft facility 106.04 103.70 61.36
Interest on lease liability (refer note 38) 3,514.74 3,541.07 2,649.27
Loan processing cost - 780.00 5,167.50
Others 169.58 100.55 800.26
17,092.97 41,735.14 2,08,907.10
27 Depreciation and amortization expense
Depreciation of tangible assets (refer note 3.1) 10,381.92 38,759.12 90,689.72
Amortisation of intangible assets (refer note 3.2) 69,312.92 29,314.67 31,048.92
Amortization of right of use assets (refer note 3.1) 10,400.23 10,132.35 7,151.95
Less: Video cost capitalization (refer note 46) (344.51) (348.55) -
89,750.56 77,857.59 1,28,890.60
28 Other expenses
Content subscription and royalty 27,134.56 44,252.29 60,781.53
Marketing and advertisement charges 90,024.14 54,352.06 83,913.01
Subscription charges 57,864.43 47,063.36 32,919.29
Other production expenses 14,878.90 3,764.52 20,059.62
Bank charges 548.00 2,673.18 364.27
Director sitting fees(refer note 33) 1,650.00 1,750.00 1,275.00
Electricity charges 4,090.86 3,757.62 12,886.66
Legal and professional fees 43,381.93 41,686.51 71,921.24
Repair and maintenance charges 6,220.73 7,070.47 10,845.87
Office and administrative expenses 5,890.25 6,958.58 23,463.21
Rates and taxes 4,662.81 5,145.49 8,615.54
Loss on lease modification (net) - 3,025.16 -
Brokerage and commission 6,470.85 2,324.89 27.47
Net loss on foreign currency transaction and translation (net) 1,685.19 1,357.98 1,017.60
Rent (refer note 38) 6,280.24 20,349.69 67,613.26
Loss on sale of Property, plant and equipment (net) - 893.91 131.69
Expected credit loss 7,873.98 2,234.68 13,106.24
Bad debt 1,912.01 680.46 656.89
Vehicle running and maintenance 533.09 1,286.72 867.66
Communication expenses 8,376.39 11,163.87 20,209.93
Membership fees 713.64 602.00 702.55
Website maintenance cost 5,995.67 6,212.70 2,110.11
Insurance expenses 7,113.58 10,227.45 11,830.16
Travel and conveyance expenses 9,379.17 6,959.69 33,503.90
Seminars and meeting expenses 83.01 338.50 2,020.22
License fees 6,484.57 5,012.17 3,914.46
Loss on sale of shares (net) (refer note 52) 2,485.14 - -
Loss on sale of mutual fund - - 1,867.32
Annual maintenance charges 2,996.27 14,125.42 10,821.07
Printing and stationery 59.11 59.14 844.08
Miscellaneous expenses 617.79 497.33 324.47
Less: Video cost capitalization (refer note 46) (23,398.07) (14,328.26) -
3,02,008.25 2,91,497.57 4,98,614.29
29 Exceptional item*
Diminution in the value of investment 6,472.24 - -
Expenses on Restructuring 5,000.00 5,736.00 -
Allowance for loss on sale of assets - 2,07,992.12 -
Excess Provision written back - Gratuity and Leave encashment - - (2,360.18)
Lease equalisation reserve written back - (13,684.14) -
Additional Sale consideration on sale of investment (1,353.92) (3,299.07) -
10,118.33 1,96,744.92 (2,360.18)
*Refer note 45 for further details.
30 Tax Expenses
Current tax 19,839.49 3,262.37 -
Deferred tax (3,216.85) (4,020.81) (889.97)
Tax on Earlier Years 204.33 - -
Income tax expense recognised in the statement of profit and loss 16,826.97 (758.44) (889.97)
The income tax expenses for the year can be reconciled to the accounting profit as follows:
Accounting loss before income tax (2,31,904.71) (6,11,929.71) (8,20,086.67)

Applicable Tax Rate* 25.17% 25.17% 25.17%
Computed Tax Expense (58,370.41) (1,54,022.71) (2,06,415.81)
178
Tax effect of amounts which are not deductible (taxable) in calculating taxable income 31 March, 2022 31 March, 2021 31 March, 2020
Unused taxpaid
Lower tax losses for current
in respect yearterm
of long on which
capitalnogain
Deferred tax assets has been recognised 74,703.13
(248.54) 1,58,353.10
- 2,06,415.85
-
Others 538.46 (5,088.83) (890.00)
Tax on earlier years 204.33 - -
Tax expenses recognised in statement of profit and loss 16,826.96 (758.44) (889.97)
The subsidiary companies has carry forward tax losses on which deferred tax asset has not been recognised amounting to ₹ 853,440.35 thousands as on March 31, 2022 (`₹
11,00,756.61 thousands as on March 31, 2021 and ₹ 998,805.76 thousands as on March 31,2020) which can be carried forward as per the provision of Income tax Act 1961. The
potential tax benefit @25.17% is ₹ 214,810.93 thousands (31 March 2021:₹ 277,060.44 thousands and 31 March 2020:₹ 251,399.41)
*Holding Company has opted for lower tax rate in the previous year as per section 115BAA of Income tax Act 1961 Accordingly
current and deferred taxes are recorded at a lower rate.
Quintillion Media Limited and Quintillion Business Media Limited has opted for lower tax rate for current and subsequent year as per section 115BAA of Income Tax Act
1961 Accordingly current and deferred taxes are recorded at a lower rate.
31 Earnings per share (EPS)
Earnings per share ('EPS') is determined based on the As at As at As at
Loss attributable to equity shareholders(₹'000) (2,47,710.93)

31 March 2022 (6,09,288.68)
31 March 2021 (8,13,304.86)
31 March 2020
Loss attributable to equity shareholders adjusted for the effect of dilution(₹'000) (2,47,710.93) (6,09,288.68) (8,13,304.86)
Effect of dilution
Weighted average -number
weightage averageshares
of equity number
for of potential
basic EPS equity shares on account of CCPS -
2,19,51,553 -
1,32,74,552 17,04,918
20,00,000
Effect of dilution - weightage average number of potential equity shares on account of share
- 22,54,452 30,90,164
warrants
Effect of dilution - weightage average number of potential equity shares on account of employee 1,45,713 1,09,562 -
stock options*
2,20,97,266 1,56,38,566 67,95,082
Basic per equity share

Earnings (11.28) (45.90) (406.65)
Diluted (11.21) (38.96) (119.69)
*Share options (unvested) under the ESOP Plan 2020 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to
which
(This space has been intentionally left blank
179
For the year ended For the year ended For the year ended
Particulars 31 March 2022 31 March 2021 31 March 2020
Employer’s contribution to provident fund 21,680.69 20,571.12 29,623.66
Employer’s contribution to Employee state insurance fund scheme 14.34 21.59 95.44
Contribution to labour welfare fund 6.19 8.35 16.47
Total 21,701.21 20,601.06 29,735.57
The Group also has certain defined contributions plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per
regulations. Contributions are made to registered provident fund administered by the government. The obligation of the group is limited to the amount contributed
and it has no further contractual or constructive obligation.
32.2 Compensated Absences
The employees of the Group are entitled to compensated absences. The employees can carry forward a portion of the unutilized accrued compensated absences and
utilize it in future periods or receive cash compensation at retirement or termination of employment for the utilized compensated absences.
The compensated absences is treated as current since the employees have right to avail leave at any time during the year without any conditions.
For determination of the liability of the Group the following actuarial assumptions were used:
Discount rate 7.25% to 7.30% 6.85% to 6.95% 6.85%
Salary escalation rate 5.00% to 8.00% 5.00% 5% to 7%
Retirement age (years) 60 60 60
Average Age
- -
Withdrawal rate for Quint Digital Media Limited
3 & below
4 to 9 10.00% 10.00% 10.00%
10 to 14 5.00% 5.00% 5.00%
15 to 40 5.00% 5.00% 5.00%
41 & above 5.00% 5.00% 5.00%
5.00% 5.00% 5.00%
Withdrawal rate for Quintillion Media Limited
Younger Age
Older Age 3.00% 3.00% 3.00%
1.00% 1.00% 1.00%
Withdrawal rate for Quintillion Business Media Limited
Younger Age
Older Age
20.00% 20.00% 20.00%
2.00% 2.00% 2.00%
32.3 Gratuity
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years
are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for
15 days salary multiplied for the number of years of service
Details of changes and obligation under the defined benefit plan is given as below:-
I Expense recognised in the statement of profit and loss
Particulars
(i) Current service cost 31 March 2022

8,282.61 31 March 2021
7,178.52 31 March 2020
9,141.49
(ii)
Expenses
Interest costrecognized in statement of profit and loss 9,871.73
1,589.13 8,585.49
1,406.97 10,530.95
1,389.46
II Remeasurement (gain)/loss recognised in other comprehensive income

Actuarial (gain)/loss
(i) Changes in demographic assumptions - 797.87 (27.16)

(ii) Changes in financial assumptions (268.45)
(iii) Changes in experience adjustment
(iv) 1,110.73 (3,693.17) 582.44
(v) (6,622.53)
(vi) Return on plan assets excluding amounts included in interest income 656.74 -
Expenses recognized in other comprehensive income (731.34)
(141.63) (2,061.02) (5,891.84)-
III Changes
Changes in inobligation
Defined benefit obligation experience (3,564.75) 898.83 (357.57)
Changes in Defined benefit obligation assumption Year ended 31 March

1,207.57 Year ended 31 March
203.91 Year ended 31 March
532.99
Particulars
Present value of defined benefit obligation at the beginning of the year 2022 26,512.79 202122,483.50 2020 18,747.97
(i)
(ii) Transfer in/(out) obligation
(iii) - - -
(iv)
(v) Current service cost 8,282.61 7,178.52 9,141.49
(vii) Interest cost
Actuarialvalue
Present (gain)/loss
of defined benefit obligation at the end of the year 31,536.47
1,589.13 26,512.79
1,406.97 22,483.52
1,389.46
Benefits paid (731.34) (2,061.02) (5,891.84)
IV Changes in plan assets
(4,116.72) (2,495.18) (903.57)
(i) Opening value of plan asset - - -
(ii) Return on Plan Assets excluding amounts included interest income 141.63 - -
(iii) Contribution by employer 11,855.64 - -
Closing value of plan asset 11,997.27
- -
180
32 Employee Benefit Obligations
Sensitivity analysis for gratuity of Quintillion Media Limited

a) Impact of the change in discount rate
Present value of obligation at the end of the year
Impact due to increase of 0.5 % 106.66 272.60 7,474.59
Impact due to decrease of 0.5 % 122.88 320.51 8,595.55
b) Impact of the change in withdrawal rate

Impact due to increase of 10 % 115.02 296.70 8,051.15
Impact due to decrease of 10 % 113.79 293.70 7,956.83
c) Impact of the change in salary increase

Impact due to increase of 1 % 123.04 320.59 8,371.53
Impact due to decrease of 1 % 106.46 272.10 7,606.42
Sensitivity analysis for gratuity of Quintillion Business Media Limited
Impact due to increase of 0.5 % 9,161.09 6,763.58 5,092.40
Impact due to decrease of 0.5 % 9,872.05 7,338.32 5,797.51

Impact due to increase of 10 % 9,599.58 7,069.16 5,397.66
Impact due to decrease of 10 % 9,399.63 7,006.64 5,461.26

Impact due to increase of 1 % 9,685.38 7,185.52 5,533.99
Impact due to decrease of 1 % 9,381.00 6,877.96 5,343.33
Sensitivity analysis for gratuity of Quintype Technologies India Limited
Impact due to increase of 1 % (882.53) 966.46 745.90
Impact due to decrease of 1 % 1,005.00 1,109.30 861.07

Impact due to increase of 1 % 337.60 339.38 320.88
Impact due to decrease of 1 % (317.67) 362.61 346.48

Impact due to increase of 1 % 587.56 764.81 643.71
Impact due to decrease of 1 % (578.22) 738.54 614.15
Sensitivities due to mortality and withdrawals are not material. Hence impact of change is not calculated above.
Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being
a lump sum benefit on retirement
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some
of the assumptions may be correlated. When calculating the sensitivity of defined benefit obligation to significant actuarial assumptions the same method (present value of
defined benefit obligations calculated with the projected unit credit method at the end of the reporting period ) has been applied as when calculating the defined benefit
liability recognised in the balance sheet.
Risk
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Actuarial Risk Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in
Obligation at a rate that is higher than expected
If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the
Investment Risk
last valuation date can impact the liability.
Discount rate Reduction in discount rate in subsequent valuations can increase the plan’s liability.
Mortality and disability Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
Withdrawals Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations
181
33 Related party disclosures, as per Ind AS 24
In accordance with the requirement of Indian Accounting Standard (Ind AS) 24 "Related Party Disclosures", name of the related parties, related party relationships, transactions and outstanding
balances including commitments where control exist and with whom transactions have taken place during the reported period are as follows:
33.1 List of related parties
33.2 Key management personnel (KMP)

(i) Ritu Kapur – Managing Director and Chief Executive Officer (with effect from 19 February 2021)
(ii) Raghav Bahl –(with effect from 27 September 2019 and Managing Director (upto 29 December, 2020)
(iii) Pratosh Mittal- Chief Financial Officer (upto 19 August 2020)
(iv) Vivek Agarwal- Chief Financial Officer (with effect from 20 August 2020)
(v) Anukrati Agarwal- Company Secretary (upto 19 January 2021)
(vi) Tarun Belwal- Company Secretary (with effect from 20 January 2021)
(viii) Anup Dutta - Group Chief Financial officer
(ix) Mohan Lal Jain - Director (with effect from 26 February 2019)
(x) Vandana Malik - Director (with effect from 19 February 2021)
(xi) Sanjeev Krishna Sharma - Director (with effect from 15 February 2019)
(xii) Parshotam Dass Agarwal - Director (with effect from 15 February 2019)
(xiii) Abha Kapoor - Director (with effect from 16 August 2021)
33.3 Relative of Key managerial person (KMP)

(i) Raghav Bahl (spouse of Ritu Kapur)
33.4 Subsidiary Companies

(i) Quintillion Media Limited (with effect from 19th January 2022)
(ii) Quintillion Business Media Limited (with effect from 19 January 2022)
(iii) Quintype Technologies India Limited (with effect from 19 January 2022)
(iv) Horizon Satellite Services Private Limited (upto 20 April 2020)
(v) Quintype INC (upto 11 August 2020 and dissolved on 11 August 2020)
33.5 Associate Companies

(i) Spunklane Media Private Limited (with effect from 19th January 2022)
(ii) YKA Media Private Limited
(iii) Owlet Films Media Private Limited of Quintillion Media Limited (upto 11 January, 2022)
33.6 Entities over which key management personnel are able to exercise significant influence and with whom transactions have taken place during the year
(i) RB Diversified Private Limited
(ii) Bloomberg LP
(ii) Quintillion Media Limited (upto 18th January 2022)
(iii) Quintillion Business Media Limited (upto 18th January 2022)
(iv) Quintype Technologies India Limited (upto 18th January 2022)
(v) Spunklane Media Private Limited (upto 18th January 2022)
182
33.7 Transactions during the year with related parties :
(i) Key management personnel and their relatives

Salaries and other benefits*
Raghav Bahl - 941.88 -
Ritu Kapur 1,200.00 600.00 4,200.00
Pratosh Mittal - 602.56 1,002.88
Vivek Agarwal** 1,500.00 1,208.76 -
Tarun Belwal 1,000.00 198.93 -
Anukrati Agarwal - 300.00 300.00
Anup Dutta 9,075.30 5,808.19 9,075.30
12,775.30 9,660.32 14,578.19
Director Sitting fees 1,650.00 1,750.00 -

1,650.00 1,750.00 -
Sale of shares
Raghav Bahl 27,499.75 - 5,72,917.45
27,499.75 - 5,72,917.45
Repayment of Optionally convertible debenture

Raghav Bahl 27,500.00 - -
27,500.00 - -
Issuance of Compulsory convertible debenture

Raghav Bahl 1,15,400.00 2,50,000.00 15,00,000.00
1,15,400.00 2,50,000.00 15,00,000.00
Issuance of Optionally convertible debenture

Raghav Bahl 4,08,500.00 2,20,000.00 -
4,08,500.00 2,20,000.00 -
Sale of services
Raghav Bahl - - 649.00
- - 649.00
Sale of Investment
Raghav Bahl - - 5,72,917.45
- - 5,72,917.45
Issue of Compulsorily Convertible Preference Shares

Raghav Bahl - - 50,209.71
Ritu Kapur - - 9,290.29
- - 9,290.29
Issue of share warrants

Raghav Bahl - 23,906.25 81,383.21
Ritu Kapur - 45,174.97 15,058.32
- 45,174.97 15,058.32
* Gratuity and leave encashment amounts accrued attributable to key management personnel cannot be separately determined as the acturial valuations
have been performed by an independent actuary at the Company level and hence not included in transactions above.
** Refer note 37 for ESOP granted.
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183
184
185
186
187
34 Fair value measurement
34.1 Valuation techniques used to determine fair value

The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods were used to estimate the fair values:-
- Trade receivables, cash and cash equivalents, other bank balances, loans, other current financial assets, current borrowings, trade payables and other current financial liabilities approximate their carrying amounts largely
due to the short-term maturities of these instruments.
- Borrowings, taken by the Group are as per the Group's credit and liquidity risk assessment and there is no comparable instrument having the similar terms and conditions with related security being pledged and hence
the carrying value of the borrowings represents the best estimate of fair value.
- The fair value of investment in mutual funds is measured at quoted price or net asset value (NAV).
There are no transfer between levels during the year
The Chief financial Officer (CFO) is responsible performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values, through
involvement of external experts , as may be considered necessary . The discussions and results are held between the CFO and the Audit Committee at least once every three months,
in line with the Company’s quarterly reporting periods.
34.2 Fair value of assets and liabilities which are measurable at amortised cost for which fair value are disclosed

Carrying value Fair value Carrying value Fair value Carrying value Fair value
Financial assets
At Amortised cost
Trade receivable 1,19,578.19 1,19,578.19 1,36,087.92 1,36,087.92 79,730.91 79,730.91
Cash and cash equivalents 8,927.09 8,927.09 12,181.12 12,181.12 4,84,024.62 4,84,024.62
Other financial assets 1,73,761.70 1,73,761.70 1,23,269.92 1,23,269.92 1,11,323.94 1,11,323.94
Other bank balances 6,159.79 6,159.79 5,964.92 5,964.92 5,660.56 5,660.56
At FVTPL
Investments 2,50,727.84 2,50,727.84 3,88,181.85 3,88,181.85 - -
At Amortised cost
Borrowings 2,58,010.38 2,58,010.38 5,84,886.98 5,84,886.98 21,25,081.95 21,25,081.95
Trade payables 1,19,673.63 1,19,673.63 91,930.46 91,930.46 1,00,914.61 1,00,914.61
Lease liability 37,617.92 37,617.92 46,661.76 46,661.76 24,950.19 24,950.19
Other financial liabilities 1,61,782.41 1,61,782.41 31,109.55 31,109.55 64,326.41 64,326.41
Fair value hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the
accounting standard. An explanation of each level follows underneath.
i) Assets and liabilities measured at fair value - recurring fair value measurements
Particulars Level 1 Level 2 Level 3
As at 31 March 2022
Current Investment 2,50,727.84 - -
As at 31 March 2021
Current Investment 3,88,181.85 - -
As at 31 March 2021
Current Investment - - -
ii) Fair value of instruments measured at amortised cost

Particulars Level As at 31 March 2022 As at 31 March 2021 As at 31 March 2020
Carrying value Fair value Carrying value Fair value Carrying value Fair value
Financial assets
Trade receivable Level 3 1,19,578.19 1,19,578.19 1,36,087.92 1,36,087.92 79,730.91 79,730.91
Cash and cash equivalents Level 3 8,927.09 8,927.09 12,181.12 12,181.12 4,84,024.62 4,84,024.62
Other financial assets Level 3 1,73,761.70 1,73,761.70 1,23,269.92 1,23,269.92 1,11,323.94 1,11,323.94
Other bank balances Level 3 6,159.79 6,159.79 5,964.92 5,964.92 5,660.56 5,660.56
Total 3,08,426.76 3,08,426.76 2,77,503.89 2,77,503.89 6,80,740.04 6,80,740.04

Borrowings Level 3 2,58,010.38 2,58,010.38 5,84,886.98 5,84,886.98 21,25,081.95 21,25,081.95
Trade payables Level 3 1,19,673.63 1,19,673.63 91,930.46 91,930.46 1,00,914.61 1,00,914.61
Lease liability Level 3 37,617.92 37,617.92 46,661.76 46,661.76 24,950.19 24,950.19
Other financial liabilities Level 3 1,61,782.41 1,61,782.41 31,109.55 31,109.55 64,326.41 64,326.41
Total 5,77,084.34 5,77,084.34 7,54,588.75 7,54,588.75 23,15,273.16 23,15,273.16
There are no transfer between levels during the year
Level 1: It includes financial instruments measured using quoted prices in active markets for identical assets or liabilities. Level : Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs other
than Level 1 inputs. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
35 Financial risk management

Risk management
The Group’s activities expose it to liquidity risk and credit risk. The Group's board of directors has overall responsibility for the establishment and oversight of the Group's risk management framework. This note
explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
The Group's activities expose it to the financial risk of market risk, credit risk and liquidity risk . The Group enters into a certain derivative financial instrument to manage its exposure to foreign currency. There have
been no major changes to the Group's exposure to market risk or the manner in which it manages and measures the risk in recent past. The Group’s senior management oversees the management of these risks. The
Group’s senior management ensures that the Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the
Group’s policies and risk objectives.
Risk Exposure arising from Measurement Management
Credit risk Trade receivables, cash and cash equivalents, other Aging analysis Diversification of bank deposits and
bank balances, loans and other financial assets, if credit limits and regular monitoring
any, measured at amortized cost and follow ups
Liquidity risk Borrowings, trade payables and other financial Cash flow forecasts Availability of committed credit lines
liabilities, if any and borrowing facilities wherever
applicable
Market risk – foreign exchange Future commercial transactions, recognized financial Cash flow forecasting sensitivity Forward foreign exchange contracts
assets and liabilities not denominated in Indian analysis (if considered appropriate by
rupee management)
Market risk – interest rate Long-term borrowings at variable rates Sensitivity analysis Diversification of loans
188
35.1 Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial asset fails to meet its contractual obligations. The Group’s exposure to credit risk is
influenced mainly by the individual characteristics of each financial asset. The management also considers the factors that may influence the credit risk of its customer base, including
the default risk etc. The carrying amounts of financial assets represent the maximum credit risk exposure.
A default on a financial asset is when the counterparty fails to make contractual payments as per agreed terms. This definition of default is determined by considering the business
environment in which entity operates and other macro-economic factors.
The Group monitors its exposure to credit risk on an ongoing basis.
The Group closely monitors the credit-worthiness of the receivables through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk
to pre-calculated amounts. The Group uses a simplified approach (lifetime expected credit loss model) for the purpose of computation of expected credit loss for trade receivables.
Category Inputs Assumptions

Individuals Individual customer wise trade receivables and Trade receivables outstanding for more than two years are considered
information obtained through sales recovery follow irrecoverable. Other receivables are considered good due to ongoing
Corporates clients and agencies ups
Collection against outstanding receivables in past communication with made
Trend of collections customers.
by the Group over a period of four years
years preceding balance sheet date and considering default to have occurred if
Others Customer wise trade receivables and information receivables
Specific are not iscollected
allowance made byfor more than
assessing partytwo years.
wise outstanding receivables
obtained through sales recovery follow ups based on communication between sales team and customers.
(i)Expected credit loss for trade receivables under simplified approach
The Group recognises lifetime expected credit losses on trade receivables using a simplified approach. In accordance with Ind AS 109, the Group uses expected credit loss model to
assess the impairment loss. The Group uses a provision matrix to compute the expected credit loss allowance of trade receivables. The provision matrix takes into account available
external and internal credit risk factors such as default risk of industry, historical experience for customers etc. However, the allowance for lifetime expected credit loss on customer
balances for the year ended 31 March 2022, and for the years ended 31 March 2021 is insignificant.
Movement in expected credit loss allowance on trade receivables
As at As at As at
Particulars
Balance at the beginning of the year 15,340.92 13,106.24 -
Loss allowance measured at lifetime expected credit loss 7,873.98 2,234.68 13,106.24
Balance at the end of the year 23,214.91 15,340.92 13,106.24
Expected credit loss for trade receivables

The following table provides information about the exposure to credit risk and expected credit loss for trade receivables:
As at March 31, 2022
Particulars Gross Carrying AmountExpected Expected Carrying amount (

probability of credit net of expected
default loss credit loss)
0-1 years past due 1,22,765 4,890 3.98 1,17,875

1-2 years past due 5,835 4,155 71.21
% 1,680
More than 2 years 14,193 14,170 %
99.84 23
1,42,793.11 23,214.91 % 1,19,578.20
Particulars Gross Expected Expected Carrying amount ( net

Carrying probability credit loss of expected credit
Amount of default loss)
1-2 years past due 4,126.20 3,374.02 81.77% 752.18
More than 2 years 12,147.92 11,966.92 98.5% 181.00
1,51,428.86 15,340.94 1,36,087.92
Gross Carrying Expected probability of Expected Carrying

Amount default credit loss amount (
net of
expected
credit loss)
1-2
0-1 years
years past
past due
due 10,914.92
80,001.04 10,279.24
905.81 94.18%
1.13% 635.68
79,095.23
More than 2 years 1,921.00 1,921.00 100.0% -
92,836.96 13,106.05 79,730.91
189
35.2 Liquidity risk
asset. The Group's approach to managing liquidity is to ensure, that it will have sufficient liquidity to meet its liabilities when they are due.
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial
Management monitors the Group’s liquidity position and cash and cash equivalents on the basis of expected cash flows.
The Group takes into account the liquidity of the market in which the entity operates.
(i) Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities:
Contractual maturities of financial liabilities: (undiscounted)
Less than 1 year 1 to 5 years More than 5 Total
years
31 March 2022
Borrowings 2,56,654.27 1,356.11 - 2,58,010.38
Trade payables 1,12,667.93 7,005.66 - 1,19,673.59
Other financial liabilities 1,61,782.41 - - 1,61,782.41
Lease liabilities 9,290.18 28,327.74 37,617.92
Total 5,40,394.79 36,689.51 - 5,77,084.30
years
31 March 2021 Less than 1 year 1 to 5 years More than 5 Total
Borrowings 2,06,623.54 3,78,263.44 - 5,84,886.98
Trade payables 84,402.86 7,527.63 - 91,930.48
Other financial liabilities 31,109.55 - - 31,109.55
Lease liabilities 8,693.20 37,968.55 - 46,661.76
Total 3,30,829.15 4,23,759.62 - 7,54,588.77
years
31 March 2020
Borrowings 14,56,033.99 6,69,047.96 - 21,25,081.95
Trade payables 94,376.99 6,537.66 - 1,00,914.65
Other financial liabilities 64,326.41 - - 64,326.41
Lease liabilities 6,709.09 18,241.10 24,950.19
Total 16,21,446.48 6,93,826.72 - 23,15,273.20
35.3 Market risk
(i) Foreign exchange risk

The Group has international transactions and is exposed to foreign exchange risk arising from foreign currency transactions (imports and exports). Foreign exchange risk arises from future
commercial transactions and recognised assets and liabilities denominated in a currency that is not the Group’s functional currency. The Group has not hedged its foreign exchange receivables and
payables as at 31 March 2022
As at 31st March,2022 As at 31st March,2021 As at 31st March,2020
Amount in foreign Amount in Amount in foreign Amount in Amount in foreign Amount in

Partic currency currency currency
Trade and other payables ulars Indian Rupee Indian Rupee Indian Rupee
USD 49,206.41 37,25,952.92 48,790.72 35,86,162.8357,128.25 43,07,438.17
EURO 643.30 54,461.78 - - 13,556.94 11,25,898.32
SGD GBP - - 240.00 13,061.42 1,554.30 82,313.20
- - 53.00 5,359.89 6,681.00 6,27,139.00
Trade and other receivables
AED USD
Unbilled revenue 1,100.00 22,616.00 - - 2,682.00 54,820.00
USD AED 4,38,690.75 3,32,08,529.44 68,665.93 50,70,857.6182,379.15 62,07,224.71
37,923.90 28,64,012.93 2,800.00 2,05,043.4416,275.00 12,22,287.00

550.00 11,308.00 - - - -
* Closing rate as at 31 March 2022 (1 USD = 75.5731)
* Closing rate as at 31 March 2022 (1 AED = 20.56)
* Closing rate as at 31 March 2022 (1 EURO = 84.66)
* Closing rate as at 31 March 2021 (1 USD = 73.5024)
* Closing rate as at 31 March 2021 (1 GBP = 101.13)
* Closing rate as at 31 March 2021 (1 SGD = 54.4226)
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises from foreign currency denominated financial instruments.
Currency Exchange rate increase by 1% Exchange rate decrease by 1%

Particulars As at As at As at As at As at As at
31 March 2022 31 March 2021 31 March 2020 31 March 2022 31 March 2021 31 March 2020
Assets
Trade receivables 3,32,085.29 50,708.58 62,072.25 (3,32,085.29) (50,708.58) (62,072.25) (548.20)
USD
226.16 - 548.20 (226.16) -
AED
(12,222.87)
USD 28,640.13 2,050.43 12,222.87 (28,640.13) (2,050.43) -
Unbilled Revenue
AED 113.08 - - (113.08) -
Liabilities USD 10,064.55 8,887.56 464.40 (10,064.55) (8,887.56) (464.40)

Provision
GBP (53.60) (6,271.39)
- 53.60 6,271.39 -
EURO - (11,258.98)
Trade payables 544.62 - 11,258.98 (544.62)
SGD - (130.61) (823.13)
USD - 130.61 823.13 (26,974.06)
(27,194.98) (42,609.98)
27,194.98 26,974.06 42,609.98
190
(ii) Interest rate risk
The exposure of the Group's borrowing to interest rate changes at the at the end of reporting period are as follows:
The Group’s variable rate borrowing is subject to interest rate risk. Below is the overall exposure of the borrowing:

Borrowings 2,58,010.38 5,84,886.98 21,25,081.95
Total 2,58,010.38 5,84,886.98 21,25,081.95
Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.

Interest rates – increase by 100 basis points 2,580.10 5,848.87 21,250.82
Finance rates
Interest lease –obligation
decrease and deferred
by 100 payment liabilities are at fixed rate.
basis points (2,580.10) (5,848.87) (21,250.82)
36 Risk management
(a) Capital management
The Group’s objectives when managing capital are:

- To ensure Group’s ability to continue as a going concern, and
- To maintain optimum capital structure and to reduce cost of capital
Management assesses the capital requirements in order to maintain an efficient overall financing structure. The Group manages the capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk characteristics of the underlying assets. The Group is not subject to externally imposed capital requirements. The Group manages
its capital requirements by overseeing the gearing ratio:
Particulars As at 31 March As at 31 March As at 31 March
Total borrowings 2,58,010.38 5,84,886.98 21,25,081.95

2022 2021 2020
Total equity 6,48,953.54 5,10,038.15 (8,09,314.71)
Cash and cash equivalents 8,927.09 12,181.12 4,84,024.62
(b) Loan Covenants

Net Capital Gearing Ratio 38% 112% -203%
Under the laws of the major borrowing facilities, the Company is required to comply with the following financial covenants.
i) Charge filing with Registrar of Companies (ROC )on security provided for facility within 30 days of security creation.
ii) The borrower and the Security providers unconditionally agree to do such things and execute such documents as may be required by bank to secure the repayment of the Overall
facility limit together with interest and other applicable charges, costs and fees and perfection of the security. There are no financials covenant as per the facility agreement executed
with the banks granting working capital facilities.
(This Space has been intentionally left blank)
191
37 Share based payments
I Disclosure of ESOP of Quint Digital Media Limited
The Company, vide the resolution passed at the meeting of Nomination and Remuneration Committee ("NRC"), dated 29 January,2021, approved 'QDML ESOP Plan 2020' for granting employee stock options in the
form of equity shares, linked to the completion of a minimum period of continued employment, to the eligible employees of the Company. The Members of the Company have approved the Scheme through postal
ballot on 16 January 2021. The eligible employees, for the purpose of this scheme are determined by the NRC. Each stock option entitles the eligible employee to avail one share at the end of the vesting period.
The Company had granted 322,500 options to eligible employees on 29 January 2021 at the grant price of 54.20/- each. The NRC also resolved that the number of stock options granted to the employees and the Exercise
Price shall be suitably adjusted upon approval of the bonus issuance on a 1:1 basis by the shareholders of the company. Bonus shares were issued to shareholders on 4th March 2021 and as a result the rights to stock option
also accrued to the employees on the same date. There were no stock options granted to employees during the current financial year ended 31 March 2022.
Thevestedoptionscanbeexercisedbetweenaperiodfromthevestingdatetoaperiodnotlaterthan8 (Eight)yearsfromthedateofGrantofOptions
Particulars Quint Digital Media Limited Employee Stock Option Plan

Exercise Price ₹ 27.10
Grant date 29 January 2021
Vesting schedule 10% after one year from the grant date (‘First vesting’)
10% after two years from the grant date (‘Second vesting’)
20% after three years from the grant date (‘Third vesting’)
30% after four years from the grant date (‘Forth vesting’)
30% after five years from the grant date (‘Fifth vesting’)
Exercise period Stock options can be exercised within 8 years from the date of grant
Number of share options granted 3,22,500
The Company has issued 3,22,500 options (“Options”) (post bonus issue of 1:1, total
number of options will be 6,45,000 options) to its employees under Employee Stock
Option Plan, 2020 exercisable at ₹ 54.20 (fifty four point two) per share (post bonus issue
of 1:1, exercise price will be ₹ 27.1 per share) during the period ended January 2021. We
understand from management of the Company that measurement date for the purpose of
computing the value of Options is 29 January 2021
Method of settlement Equity
The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted. The fair values of options granted were determined using Black-Scholes option pricing model that
takes into account factors specific to the share incentive plans along with other external inputs. Expected volatility has been determined by reference to the average volatility for comparable companies for corresponding
option term. Total Company share based payment to employees amounting ₹ 2,529.09 thousands for the year ended 31 March 2022 ( 31 March 2021:₹ 513.34 thousands and 31 March 2020: nil ) is recognised in the statement
of profit and loss of the Company pertaining to options issued to employees of the Company . The following principal assumptions were used in the valuation: Expected volatility was determined by comparison with peer
companies, as the Company’s shares are not presently publicly traded. The expected option life and average expected period to exercise, is assumed to be equal to the contractual maturity of the option. The risk-free rate is
the rate associated with a risk-free security with the same maturity as the option. At each balance sheet date, the Company reviewed its estimates of the number of options that are expected to vest. The Company recognizes
the impact of the revision to original estimates, if any, in the profit or loss in consolidated statement of comprehensive income, with a corresponding adjustment to ‘retained earnings’ in equity. The fair value of option using
Black Scholes model and the inputs used for the valuation for options that have been granted during the reporting period are summarized as follows:
articulars First vesting Second vesting Third vesting Forth vesting Fifth vesting
Grant date 29-Jan-21 29-Jan-21 29-Jan-21 29-Jan-21 29-Jan-21
Vesting date 01-Feb-22 01-Feb-23 01-Feb-24 01-Feb-25 01-Feb-26
Expiry date 28-Jan-29 28-Jan-29 28-Jan-29 28-Jan-29 28-Jan-29
Fair value of option at grant date using Black Scholes model 14.56 14.56 14.56 14.56 14.56
Exercise price 27.1 27.1 27.1 27.1 27.1
Expected volatility of returns 48.4% 48.4% 50.6% 49.8% 49.6%
Term to expiry 4.50 5.00 5.50 6.00 6.50
Expected dividend yield 0.00% 0.00% 0.00% 0.00% 0.00%
Risk free interest rate 5.23% 5.38% 5.52% 5.64% 5.75%
The total outstanding and exercisable share options and weighted average exercise prices for the various categories of option holders during the reporting periods are as follows:
March 31, 2022 March 31, 2021 March 31, 2020
Particulars Number of option Number of option Number of option

Options outstanding at the beginning of the year 6,45,000 - -
Number of employees to whom options were granted 20 20 -
Options exercised 16,000 - -
Options forfeited/ lapsed/ cancelled 1,12,500 - -
Options outstanding at the end of the year 5,16,500 6,45,000 -
Total number of Equity Shares that would arise as a result of full 5,16,500 6,45,000 -
exercise of options granted (net of forfeited/ lapsed/ cancelled

options) (only for vested options)
Money realised by exercise of options (in ₹ ) 6,34,993 - -

Options exercisable at the period end 5,16,500 6,45,000 -
Total number of options in force (excluding options not granted) 5,16,500 6,45,000 -
Weighted average remaining contractual life of outstanding options (in years) 6.83 - -
Weighted average share price at the time of exercise of option (in ₹) 27.10 - -
Method used for accounting of share-based payment plans - -
The employee compensation cost has been calculated using the fair value method of accounting for Options issued
Method used for accounting of share-based payment plans under the QDML Share based Plan. The employee compensation cost as per fair value method for the year ended
31 March 2022 is ₹ 2327 thousands ( for the year ended 31 March 2021 was ₹ 513 thousands )
Nature and extent of employee share based payment plans that existed during the Each Option entitles the holder thereof to apply for and be allotted one Ordinary Shares of the Company upon
Employee wise details of options granted to
(i) Key Managerial Personnel Mr. Vivek Agarwal (CFO)
(ii) Any other employee who received a grant in any one year of options amounting to Piyush Jain (Business Head), Rohit Khanna (Managing Editor,), Devika Dayal (Chief Revenue Officer) and Suresh
5% or more of the options granted during the year Mathew (Bureau Chief)
(iii) Identified employees who are granted options, during any one year equal to or
None
192
II Disclosure of ESOP of Quintillion Media Limited

The Company instituted the Quint Employee Stock Option Plan 2016 (“ESOP Plan 2016”) to grant equity based incentives to eligible employees. ESOP Plan 2016 has been approved by
the Board of Directors of the Company at their meetings held. The Company was authorised to grant and had granted 3,250,000 number of options to eligible employees. All options
under ESOPs are exercisable for equity shares. No options were granted during the current financial year ended 31 March 2021 and previous financial year ended 31 March 2020.
In terms of the ESOP Plan 2016, the options granted under the Scheme shall vest in not less than one year and not more than five years from the date of grant of options. The option
grantee must exercise all vested options within a period of five years from the date of vesting. Once the options vest as per the Scheme, they would be exercisable by the option grantee
at any time and the shares arising on exercise of such options shall not be subject to any lock-in period.
During the previous year ended 31 March 2021, all the options have lapsed owing to resignation and transfer of all the employees on sale of Company's business to Quint Digital Media
Limited ( formerly Gaurav Mercantiles Limited) and thus there is no options outstanding at the year end.
Movement in number of options:

Opening balance - 30,25,000 32,50,000
Granted during the year - - -

Lapsed during the year (30,25,000) (2,25,000)
Closing
Forfeitedbalance
during the year - - 30,25,000
-
- -
-
Particulars ESOP Plan 2016
Grant 1 Grant 2 Grant 3 Grant 4
Grant date 7 February 2016 4 June 2016 24 August 2017 8 August 2018
Number of options granted
8,50,000 13,00,000 2,25,000 13,00,000
Vesting period Options granted shall vest not before 1 year and not after maximum vesting period of 5 years from the date of grant
Exercise period 5 years from theoptions.

of such date of Vesting
Exercise price 10 10 10 10.00
Expiry date 08-Feb-26 05-Jun-26 25-Aug-27 09-Aug-28
Fair value of option on the date of grant* 16.03 17.04 17.04 17.04
Remaining contractual life (weighted months) - - - -
*The fair value of the options has been determined using the black Scholes model, as certified by an independent valuer with the following assumptions:
Particulars 31-Mar-22
Weighted average share price (Rs.) 10.00
Exercise price (Rs.) 10.00
Expected volatility (%) 30%
Expected life of the option (years) 10.00
Expected dividend yield 0.00%
The risk-free interest rate 7.90%
Weighted average fair value as on the grant date (Rs.) 17.04
III Disclosure of ESOP of Quintillion Business Media Limited

The Company has implemented employee share-based payment plans for the employees and key personnel of the Company. All the options issued by the Company are equity share based options which have to be settled
in equity shares only. The shares to be allotted to employees under the Employee Stock Option Plan (ESOP) will be through fresh issue of equity shares by the Company.
In accordance with the guidance note on “Accounting for Employee Share based payments”, the excess, if any, of the fair value of the share, preceding the date of grant of the option under ESOPs over the exercise price
of the option is amortised on a straight-line basis over the vesting period.
(i) Fair value of options granted

The fair value at grant date is determined using the discounted cash flow income approach which takes into account the projected free cash flows from business operations available to equity shareholders (after deducting
cash flows attributable to the debt providers and any other stakeholders and discounts at the cost of equity.
(ii) The Company has granted stock options to employees of the Company, details of which are disclosed in the below table
ESOP 2018
Part A Part B
Grant date Date of 26 March 2018 08 May 2018
grant Number of 40,06,547 50,000
options Exercise 10 10
price (₹) 10 10
13.30 13.30
Exercise period The exercise shall be done within a period of 5 years from the date of Vesting, or such other period as may be determined by the Compensation Committee
Nominal value of share (₹)
Contractual life 10 Years
(iii) Movement in shares options during the current year
Fair value of equity shares on the date of grant (₹)
The following reconciles the shares options outstanding at the beginning and the end of the current year 31 March 2022:
ESOP 2018
Number of options Part A Part B
Balance at beginning of year 34,31,547 50,000
Granted during the year - -
Lapsed during the year 5,60,000 -
Forfeited during the year - -
Exercised during the year - -
Expired during the year
- -
Balance at the end of the year
28,71,547 50,000
Exercisable at the end of the year
28,11,547 30,000
(iv) Movement in shares options during the previous year
The following reconciles the shares options outstanding at the beginning and the end of the previous year 31 March 2021:
ESOP 2018
Number of options Part A Part B
Balance at beginning of year 35,09,547 50,000
Granted during the year
Lapsed during the year - -
Forfeited during the year
Exercised during the year
78,000 -
Exercisable at the end of the year - -
- -
193 - -
(v) Movement in shares options during the current year

The following reconciles the weighted average exercise price of shares options outstanding at the beginning and the end of the current year:
ESOP 2018
Weighted average exercise price Part A Part B
Balance at beginning of year 10 10
Lapsed during the year - -
- -
10 10
Exercisable at the end of the year
10 10
(vi) Movement in shares options during the previous year
The following reconciles the weighted average exercise price of shares options outstanding at the beginning and the end of the previous year:
ESOP 2018
Weighted average exercise price Part A Part B
Balance at beginning of year 10 10
- -
Exercisable at the end of the year 10 10
10 10
(vii) The vesting pattern of the ESOP has been provided as below
Number of options
Year of vesting Part A Part B Cumulative
F.Y. 2021-22 60,000 10,000 70,000
F.Y. 2022-23 60,000 10,000 70,000
F.Y. 2023-24 - 10,000 10,000
(viii) Share based payment expenses / Share options outstanding account arising from employee share-based payment plans
Particulars 2021-22 2020-21 2019-20

Share based payment expenses (1,696.96) 971.40 2,872.52
IV Disclosure of ESOP of Quintype Technologies India Limited

The Company established Quintype Technologies India Limited Employee Stock Option Plan 2018 (“Quintype ESOP Plan”) to assist the Company to retain key management personnel, reward such key performing
personnel and also attract the best talent in the Company for positions of responsibility.
During FY 2018-19, the Company has granted stock options to eligible employees pursuant to approval by Board of Directors (“the Board”). The number of stock options granted has been communicated to employees
in the form of percentage of the fully diluted capital structure in accordance with Quintype ESOP plan and these share options shall be vested over the vesting period which is in the range of 1 to 4 years in accordance
with Grant letters. This clause has been inserted to protect the anti-dilution, however based on the understanding between the management and the employees, number of shares granted during FY 2018-19 has been
calculated based on the capital structure of the Company as on the date of Grant.
During the previous year, the Company has granted new set of stock options vide scheme named Quintype Employee Stock Option Scheme 2021 to eligible employees pursuant to approval by Board of Directors (“the
Board”) dated 25 January 2021. The number of stock options granted has been communicated to employees and the vesting period is 4 years with a one year mandatory cliff for all employees in accordance with Grant
letters.
In accordance with the guidance note on “Accounting for Employee Share based payments”, the excess, if any, of the fair value of the share, preceding the date of grant of the option under ESOPs over the exercise price
of the option is amortised on a straight-line basis over the vesting period.
Quintype Technologies India Limited Quintype Employee Stock Option Scheme 2021
Vesting period The total number of options issued will vest The total number of options issued will vest to the employee as per the vesting schedule
to the employee as per the vesting schedule provided in the ESOP agreement which spreads over 4 years with a minimum cliff of 1
provided in the ESOP agreement which year and the grants would vest provided they are continuing in the employment with the
ranges from 1 to 4 years and the grants Company as on date of vesting.
would vest provided they are continuing in
the employment with the Company as on
date of vesting.
Vesting Condition Part vesting will be at the end of 1 year form Part vesting will be at the end of 1 year form the date of grant and remaining vesting on
the date of grant and remaining vesting on quarterly basis till the date employee completes 4 years of service.
quarterly basis till the date employee
Exercise period completes 4 yearscan
Options vested of service.
be exercised within a Options vested can be exercised within a period of 5 years from the date of vesting
period of 5 years from the date of vesting

Method of settlement Equity Equity
Nominal value of a share ₹ 1 per share ₹ 1 per share
Exercise price of options granted on the date of grant ₹ 1 per share ₹ 1 per share
194
The movements in the options for Stock Option Plan 2018 are set out below:
Particulars Year ended 31 March 2022 Year ended 31 March 2021 Year ended 31 March 2020
Shares arising average exercise Shares arising out of Weighted average Shares arising out of Weighted average exercise
out of options price options exercise price options price
15,07,573 1.00 26,66,387 1.00 31,756 1.00
Options outstanding at the beginning of the year
- 1.00 - 1.00 27,83,870 1.00
Granted during the year (26,762) (7,34,956)
Exercised during the year 1.00 1.00 21,276 1.00
(92,130) (4,23,858) 1,27,963
Forfeited / lapsed during the year 1.00 1.00 1.00
13,88,681 15,07,573
Options outstanding at the end of the year 1.00 1.00 26,66,387 1.00
Options exercisable at the year end 13,88,681 1.00 13,86,642 1.00 13,86,642 1.00
The movements in the options for Stock Option Plan 2022 are set out below:
Year ended 31 March 2022 Year ended 31 March 2021

Shares arising Weighted average Shares arising out of Weighted average exercise
Particulars out of options exercise price options price
Options outstanding at the beginning of the year 1,03,65,566 1.00 - 1.00
Granted during the year - 1.00 1,03,77,328 1.00

Exercised during the year (7,841)
Forfeited / lapsed during the year
21,84,612 1.00
1.00 -- 1.00
1.00
(15,73,161) (11,762)
Options outstanding at the end of the year
1.00 1.00
87,84,564
The fair value of the options granted is determined on the date of the grant using the Black-Scholes option pricing model 1,03,65,566
with the following assumptions on the date of the grant.
Options exercisable at the year end
1.00 1.00
Particulars
Fair value of share ₹ 12.75

31 March 2022 ₹ 10.1031 March 2021 ₹ 10.10 31 March 2020
Dividend yield
Exercise price Nil Nil Nil
Expected life
₹1 ₹1 ₹1
Risk free interest rate
3.50 to 6.5 years 3.50 to 6.5 years 3.50 to 6.5 years
Expected volatility
The expected life of the stock is based on current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period
similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome. 4.97% to 5.78% 5.68% to 6.65% 5.68% to 6.65%
Total share-based expense recognized in the Statement of Profit and Loss as part of employee benefit expense is as follows: 17.77% to 20.25% 19.534% to 20.183% 19.534% to 20.183%

Particulars
Employee stock compensation expense 18,819.65
31 March 56,532.98
2022 12,059.51
31 March 2021 31 March 2020
195
38 Disclosure on lease transactions pursuant to Ind AS 116 - Leases
The Group’s lease asset class primarily consists of leases for buildings. With the exception of leases of low-value and cancellable long-term leases underlying assets, each lease is reflected on
the balance sheet as a right of use asset and a lease liability.
The Group has adopted Ind AS 116 effective 1st April, 2020. The Group has applied the standard to its leases with the cumulative impact recognised on the date of initial application.
Accordingly, previous period information has not been restated as the remaining lease period was less than 12 months and was classified as short term lease. This has resulted in recognising a
right-of-use asset of ₹ 33,497.38 thousands (previous year ₹ 44,639.62 thousands) and a corresponding lease liability of 36,641.71 thousands (previous year 45,685.55 thousands).
For Quint Digital Media Limited, Lease liabilities are measured at the present value of the remaining lease payments, discounted using the weighted average borrowing rate on the date of
adoption, i.e., 8.18%.
For Quintype, Lease liabilities are measured at the present value of the remaining lease payments, discounted using the weighted average borrowing rate on the date of adoption, i.e.,10.95%.
As on transition date 1 April 2019, all the lease agreements entered into by the Quintillion Business Media Limited are of short-term agreements, that is, for the period of less than 12 months,
the company shall recognize the lease payments associated with those leases as an expense on a straight-line basis over the lease term. Hence, there is no requirement to create any Right of
Use assets and lease liability as all leases qualifies as short team leases and the impact, if any, an application of IND AS 116 (on transition date or subsequent) will be immaterial.
38.1 Lease liabilities are presented in the balance sheet

Particulars As at 31st March,2022 As at 31st March,2021 As at 31st March,2020
Current maturities of lease liabilities (refer note no.17B) 9,290.18 8,693.20 6,709.09
Non-current lease liabilities (refer note no.17A) 28,327.74 37,968.55 18,241.10
Total 37,617.92 46,661.76 24,950.19
38.2 The recognised Right of Use (ROU) assets relate to buildings

Right of use assets - buildings
Balance as at beginning 40,166.21 22,647.85 29,799.80
Addition on account of transition to Ind AS 116 (Refer note 3.1) - 27,650.71 -
Changes in Right of use during the year - -
Depreciation charge for the year (10,400.23) (7,151.95)
Balance as at end 29,765.98 (10,132.35) 22,647.85
40,166.21
38.3 The following are amounts recognised in Statement of Profit and Loss:
Depreciation charge on right of use assets 10,400.23 10,132.35 7,151.95
Interest expense on lease liabilities 3,514.74 3,541.07 2,649.27
Total 13,914.97 13,673.42 9,801.22
Rent expense relating to short term leases on which lease liability is not recognised amounts to Rs. 6,280.24 thousands (previous year: 20,349.69 thousands, 31 March 2020- 67,613.26
thousands)
38.4 Total cash outflow pertaining to leases

Total cash outflow pertaining to leases during the year ended (12,558.57) (18,170.49) (8,475.45)
38.5 Maturity of lease liabilities

Future minimum lease payments as at March 31, 2022 are as follows:
Particulars Lease payments Interest expense Net Present value
Not later than 1 year 12,057.68 2,767.49 9,290.18
Later than 1 year not later than 5 years 31,169.27 2,841.53 28,327.74
Later than 5 years - - -
Total 43,226.95 5,609.03 37,617.92

Total 56,149.19 9,487.43 46,661.76

Total 30,695.32 5,745.13 24,950.19
196
39 Trade receivables ageing schedule (including unbilled)[refer note 5A and 9]
31 March 2022
Particulars Outstanding for following periods from due date of collection Total
Unbilled Less than 6 6 months - 1 More than 3
Not Due
Undisputed Trade receivables-considered good 12,715.49 96,852.39 13,350.36 7,672.65 1 - 21,679.61
years 2 - 3 years
23.20
months year years - 1,32,293.69
Undisputed trade receivables-which have significant increase in credit risk - - - - - - - -
Undisputed trade receivables-credit impaired - - - 4,889.72 2,267.25 2,203.00 11,966.94 21,326.91
Disputed trade receivables-considered good - - - - - - - -
Disputed trade receivables-which have significant increase in credit risk - - - - - - - -
Disputed trade receivables-credit impaired - - - - 1,888.00 - - 1,888.00
Total 12,715.49 96,852.39 13,350.36 12,562.37 5,834.86 2,226.20 11,966.94 1,55,508.60
31 March 2021
Not Due
Undisputed Trade receivables-considered good 5,680.73 1,02,391.68 30,586.37 2,176.69 1 - 2 years
752.20 2 - 3 years
180.98
months year years - 1,41,768.65
Undisputed trade receivables-credit impaired - - - - 3,374.00 10,045.94 1,921.00 15,340.94
Disputed trade receivables-credit impaired - - - - - - - -
Total 5,680.73 1,02,391.68 30,586.37 2,176.69 4,126.20 10,226.92 1,921.00 1,57,109.59
31 March 2020
Not Due
Undisputed Trade receivables-considered good 2,936.53 53,201.86 23,767.98 3,031.20 1 - 2 years
635.68 2 - 3 years
-
months year years - 83,573.25
Undisputed trade receivables-credit impaired - - - - 10,279.24 1,921.00 - 12,200.24
Disputed trade receivables-credit impaired - - - - - - - -
Total 2,936.53 53,201.86 23,767.98 3,031.20 10,914.92 1,921.00 - 95,773.49
40 Trade payables ageing schedule (refer note 20)

31 March 2022
Outstanding for following periods from due date of payment Total
Particulars More than 3
Unbilled Not Due Less than 1 year 1-2 years 2-3 years
Undisputed Trade Payables years
(i) Micro enterprises and Small enterprises - 5,666.53 2,380.74 - - - 8,047.27
(ii) Others 15,223.12 24,725.14 64,672.40 - 468.00 6,537.66 1,11,626.32
Total 15,223.12 30,391.67 67,053.14 - 468.00 6,537.66 1,19,673.59
31 March 2021
(ii) Others 13,520.09 490.80 62,110.99 989.97 - 6,537.66 83,649.51
Total 13,520.09 5,997.61 64,885.15 989.97 - 6,537.66 91,930.48
31 March 2020
(ii) Others 3,837.05 20,184.37 64,797.88 - 6,537.66 - 95,356.96
Total 3,837.05 23,777.05 66,762.89 - 6,537.66 - 1,00,914.65
197
41 Additional Information, as required under Schedule III to the Companies Act, 2013
31 March 2022
Net Assets i.e. total assets minus total Share in profit or loss Share in other comprehensive income Share in total comprehensive income
As a % of Amount As % of consolidated Amount As % of consolidated other Amount As % of consolidated total Amount
Name of the entity consolidated net profit or loss comprehensive income comprehensive income
assets
Holding-Company
Quint Digital Media Limited 87.13% 3,61,170 -19.41% 48,267.00 -67.11% (684.99) -19.21% 47,582.00
Subsidiaries-India
Quintillion Media Limited
Quintype Technologies India Limited 16,041.23 16,296.22
208.29% 8,63,376 -6.45% 24.98% 254.99 -6.58%
Quintillion Business Media Limited (1,82,387.06) (1,80,029.87)
-3.71% (15,364) 73.33% 230.93% 2,357.18 72.68%
(1,22,365.96) (1,23,331.39)
1,20,927 (965.43)
29.17% 49.20% -94.58% 49.79%
Total- Subsidiaries (A) 13,30,110 (2,40,444.80) 961.75 (2,39,483.05)
Less: Non Controlling Interests- Indian
Quintype Technologies India Limited -0.09% (375.34) 1.79% (4,455.73) (31,783.37) 5.64% 57.59 (250.76) 1.78% (4,398.14) (32,034.13)
Quintillion Business Media Limited 7.58% 31,409.60 12.78% -24.57% 12.93%
Total Non Controlling Interests (B) 31,034.26 (36,239.09) (193.18) (36,432.27)
Associates
YKA Media Private Limited 0.22% 930.51 0.77% (1,910.57) 5.78% 59.02 0.75% (1,851.56)
Spunklane Media Private Limited 0.27% 1,137.38 0.00% - 0.00% - 0.00% -
Total Associates ( C ) 2,067.89 (1,910.57) 59.02 (1,851.56)
Total (A-B+C) 13,01,143.35 (2,06,116.28) 1,213.94 (2,04,902.34)
Consolidation adjustment -213.90% (8,86,638.83) 17.13% (42,615.40) -18.93% (193.19) 17.28% (42,808.58)
Consolidated Net Assets/Net Profit 4,14,504.52 (2,48,731.67) 1,020.75 (2,47,710.92)
31 March 2021
Name of the entity liabilities Share in profit or loss Share in other comprehensive income Share in total comprehensive income
Holding-Company (18,596.01) (18,065.58)
Quint Digital Media Limited (12,23,198.70) (12,21,365.12)
99.67% 3,10,625.63 3.04% (1,62,459.46) 28.18% 530.44 2.97% (1,63,562.19)
Subsidiaries-India
Quintillion Media Limited (4,42,717.67) (4,42,096.35)
Quintype Technologies India Limited
112.53% 3,50,701.09 200.14% 97.40% 1,833.58 200.46%
Quintillion Business Media Limited (1,102.73)
34.69% 1,08,098.27 26.58% -58.58% 26.84%
621.31
78.17% 2,43,618.93 72.44% 33.00% 72.56%
Total- Subsidiaries (A) 10,13,043.91 (18,46,971.83) 1,882.60 (18,45,089.24)
Quintype Technologies India Limited 0.82% 2,540.69 0.62% (3,818.37) -1.38% (25.92) 0.63% (3,844.29)
(1,14,991.60) (1,14,830.22)
Quintillion Business Media Limited 20.30% 63,277.64 18.81% 8.57% 161.38 18.85%
Total Non Controlling Interests (B) 65,818.33 (1,18,809.97) 135.46 (1,18,674.50)
Associates
YKA Media Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
Spunklane Media Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
Total Associates ( C ) - - - -
Total (A-B+C) 9,47,225.58 (17,28,161.87) 1,747.13 (17,26,414.73)
Consolidation adjustment -203.95% (6,35,586.41) -182.76% 11,16,990.60 7.20% 135.46 -183.35% 11,17,126.07
Consolidated Net Assets/Net Profit 3,11,639.17 (6,11,171.27) 1,882.60 (6,09,288.67)
31 March 2020
Name of the entity liabilities Share in profit or loss Share in other comprehensive income Share in total comprehensive income
Holding-Company
Quint Digital Media Limited -29.19% 2,93,112.58 0.37% (3,067.68) -0.08% (4.69) 0.38% (3,072.36)
Subsidiaries-India
Quintillion Media Limited
-88.35% 8,87,276.74 -2.02% 16,541.51 11.72% 690.42 -2.12% 17,231.93
Quintillion Business Media Limited
-0.89% 8,982.55 20.80% (1,70,368.48) -2.98% (175.42) 18.08% (1,47,057.83)
Horizon satellite Services Private Limited
Subsidiaries-Foreign (3,07,403.63) (7,27,283.57) 5,381.52 (7,21,902.05)
30.61% 88.78% (34,36,222.00) 91.34% 88.76% (3,436.22)
Quintype INC 93,614.41 -
-9.32% 419.46% 0.00% 0.42%
(6,015.21)
(1,16,723.42) - (6,015.21)
Total- Subsidiaries (A) 11.62% 8,58,859.24 0.73% (43,26,415.43) 0.00% 5,891.84 0.74% (8,64,251.75)
0.00% 30.52 (79,845.10) 0.06% (498.98) (1,88,904.82) -0.01% (0.60) 0.06% (499.58) (7,21,902.05)
Quintillion Business Media Limited
7.95% 23.06% 23.72% 1,397.80 88.76%
Total Non Controlling Interests (B) (79,814.58) (1,89,403.80) 1,397.20 (7,22,401.63)
Associates
YKA Media Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
Spunklane Media Private Limited 0.00% - 0.00% - 0.00% - 0.00% -
Total Associates ( C ) - - - -
Total (A-B+C) 9,38,673.82 (41,37,011.63) 4,494.64 (1,41,850.12)
Consolidation adjustment 193.46% (19,42,983.97) -405.01% 33,17,814.94 23.71% 1,397.20 82.56% (6,71,454.74)
Consolidated Net Assets/Net Profit (10,04,310.16) (8,19,196.70) 5,891.84 (8,13,304.86)
198
42 Summary of Restatement adjustments
Reconciliation between audited profit, total comprehensive income & total equity attributable to owners and restated profit, total comprehensive income &
total equity attributable to owners
As at 31 March As at 31 March As at 31 March

Particulars Note No. 2022* 2021 2020
Equity (as per financial statements) 4,19,949.40 3,17,084.02 (10,04,310.16)
Adjustments
Change in accounting policies
(i) Ind AS 116- Leases A (5,449.62) (5,449.62) -
(i) Ind AS 109- Financial assets 4.77 4.77 -
Total impact on adjustments (5,444.85) (5,444.85) -
Total equity as per restated consolidated statement of assets and liabilities 4,14,504.52 3,11,639.17 (10,04,310.16)
Reconciliation between audited loss and restated loss

As at 31 March As at 31 March As at 31 March
Particulars Note No. 2022* 2021 2020
Loss after tax (as per financial statements) (2,48,731.67) (6,07,047.42) (8,19,196.70)
(Increase)/decrease in total expenses
Depreciation of Right-of-use assets
A - 400.17 -
Interest on lease liabilities A - 122.58 -
Other expenses - modification of Lease A - 3,601.10 -
Total - 4,123.85 -
Net impact on adjustments - (4,123.85) -
Restated loss after tax for the year (2,48,731.67) (6,11,171.27) (8,19,196.70)
*As per Audited Consolidated financial statements on which unmodified audit opinion issued vide dated 30 May 2022.
Notes to adjustments:
1) Ind AS 116 - Leases has been notified and effective for financial statements from 01 April 2019 which prescribes the accounting of the lease contracts entered in the
capacity of the lessee and a lessor. The Group has applied Ind AS 116 for preparing the Ind AS audited financial statements for the period beginning from 01 April 2020.
For the purpose of preparing restated consolidated summary statements, Ind AS 116 has been applied retrospectively with effect from 01 April 2019 using same
accounting policy choices (transition options as per Ind AS 116) as adopted on 01 April 2020 for transition to Ind AS 116.
Effective 01 April 2019, the Group has recognised lease liability measured at an amount equal to present value of remaining lease payments and corresponding Right of
Use asset at an amount equivalent to lease liability adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet
immediately before 01 April 2019.
2) The above table for the years ended 31 March 2021 and 31 March 2020 represent Reconciliation between audited special purpose Ind AS Consolidated profit, total
comprehensive income & total equity attributable to owners and restated profit, total comprehensive income & total equity attributable to owners. On the above special
purpose Ind AS Consolidated financial statements of March 31,2021 and March 31, 2020, predecessor auditor has issued unmodified opinion vide its report dated July 05
,2022.
3) One of the subsidiary companies, namely Quintype Technologies Limited had recorded a prior period income of INR 23,486.06 thousands on account of rectification
of error in recognition of employee stock compensated expense in the year ended 31 March 2020. The said error is rectified in these restated financial information and
recorded in the opening reserve as on 01 April 2019.
Note A: Changes in accounting policies:
Ind AS 116 - Leases replaced the erstwhile accounting standard on lease accounting Ind AS 17 with effect from 01 April 2019. To ensure consistency of accounting policies
in the restated consolidated financial statements, the Group has considered adoption of this revised accounting standard w.e.f 01 April 2019. The impact of Ind AS 116 has
been adjusted in the respective years.
Note B: Material re-grouping

Appropriate re-groupings have been made in the Restated Consolidated Statement of assets and liabilities, profit and loss and cash flows, wherever required, by
reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting policies and
classification as per the Ind AS financial information of the Group for the year ended 31 March 2022 respectively prepared in accordance with Schedule III (as amended)
of Companies Act, 2013, requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the Securities and Exchange Board of India (Issue of
Capital & Disclosure Requirements) Regulations, 2018, as amended.
199
43 Contingent liabilities and capital commitments
The Group does not have any contingent liability and capital commitments as on 31 March 2022, 31 March 2021 and 31 March 2020.
44 Business Combination transactions under common control during Year ended March 31, 2022 and March 31,2021
i) Pursuant to the approval of the Board of Directors on November 10, 2021, the Company had entered into a Share Purchase Agreement dated November 10, 2021 with Mr. Raghav
Bahl to acquire 368,000 Equity Shares having face value of ₹ 10 of Spunklane Media Private Limited for an aggregate consideration of ₹ 56,590.86 thousands payable on a deferred
basis as per terms of the Share Purchase Agreement.
The aforesaid acquisition was approved by the shareholders vide shareholders resolution dated December 31, 2021. Pursuant to the shareholders approval, the Company has
completed the acquisition of 368,000 equity shares of Spunklane Media Private Limited on January 19, 2022 for an aggregate consideration of ₹ 56,590.86 thousands.
Management’s assessment of investment in Spunklane involved significant judgement whether it has significant influence over investee when it has more than 20% voting rights and
representation on the board of directors and power to participate in the financial and operating policy decisions of the investee but does not have control or joint control of those
policies, in accordance with Ind AS 28, Investments in Associates and Joint Ventures (‘Ind AS 28’).Also refer note 2 for nature of business of subsidiaries and associates.
Pursuant to the approval of the Board of Directors on November 10, 2021, the Company had entered into a Share Purchase Agreement dated November 10, 2021 with Mr. Raghav
Bahl and RB Diversified Private Limited to acquire 100% stake in Quintillion Media Limited for an aggregate consideration of ₹ 1,88,663.64 thousands payable on a deferred basis and
as per terms of the Share Purchase Agreement.
The aforesaid acquisition was approved by the shareholders vide shareholders resolution dated December 31, 2021. Pursuant to the shareholder approval, the Company has completed
ii) the acquisition of 100% stake on a fully diluted basis of Quintillion Media Limited on January 19, 2022 for an aggregate consideration of ₹ 90,658.21 thousands after agreed closing
adjustments and accordingly QMPL has become a subsidiary of QDML.
The Company has accounted the above acquisition in accordance with requirements of Appendix C of Ind AS 103 Business Combination which lays down the principles in respect of
accounting for business combinations of entities and businesses under common control. As required by Ind AS 103, pooling of interest method has been considered for common
control business combination and accordingly, the assets and liabilities are reflected in the books of the Company at their respective carrying amounts. Further, pursuant to this
investments and as stated in note 43, the Group has prepared the consolidated financial statements for the first time for the year ended 31 March 2022.Also refer note 2 for nature of
business of subsidiaries and associates.
iii) Business Acquisitions during the year ended 31 March 2021 under business combination
During the previous year ended 31 March 2021 Quint Digital Media Limited (formerly Gaurav Mercantiles Limited) (‘the Company’) has acquired the digital content business of
Quintillion Media Limited (formerly known as Quintillion Media Private Limited) (‘QMPL’), a Company under common control, which was being operated under brand name of “The
Quint”. The Company completed the acquisition of the Digital Content Business of "The Quint" on July 1, 2020 in terms of the Business Transfer Agreement (BTA) executed
between the parties and commenced the relevant operations on a going-concern basis w.e.f. July 1, 2020.
Common control business combination, here, means a business combination involving entities in which all the combining entities or business are ultimately controlled by the same
party or parties both before and after the business combination, and that control is not transitory. Both the Quint digital Media Limited (Acquirer Company) and QMPL are ultimately
controlled by Mr Raghav Bahl and Ms Ritu Kapur both before and after the acquisition. As the business combinations involved entities under common control, it has been accounted
for using the pooling of interests method in accordance with Ind AS 103.
The pooling of interest method is considered to involve the following:
(i) The assets and liabilities of the combining entities are reflected at their carrying amounts.
(ii) No adjustments are made to reflect fair values, or recognise any new assets or liabilities. The only adjustments that are made are to harmonise accounting policies.
(iii) No Goodwill is recognised
(iii) The financial information in the financial statements in respect of prior periods should be restated as if the business combination had occurred from the beginning of the
preceding period in the financial statements, irrespective of the actual date of the combination. However, if business combination had occurred after that date, the prior period
information shall be restated only from that date.
Thus, the Company has restated comparative Standalone financial statements for the financial year 2019-20 as if the acquisition of assets and liabilities had occurred on or before 1
April 2019, irrespective of the actual date of the combination which is 1 July 2020.
45 Exceptional Items
a) During the current year, One of the subsidiaries namely Quintillion Media Limited has made provision for diminution in investment of ₹ 6,472.24 thousands in Inclov Technologies
Private Limited as the Company has filed for liquidation. Also, in previous years, Quintillion Media Limited has invested ₹ 27,500,100 in Owlet Films Media Private Limited
comprising of 10 equity shares of ₹ 10 each and 275,000 compulsorily convertible preference shares of ₹ 100 each and 40,000,000 in YKA Media Private Limited comprising 2,882
equity shares of ₹ 10 each at a premium. Pursuant to negative cash flows and significant erosion of net worth of Owlet Films Private Limited and YKA Media Private Limited, the
Quintillion Media Limited has provided for the entire carrying value of the aforementioned investments.
b) During the year ended March 31, 2022, the Holding Company had availed certain transaction advisory services amounting to ₹ 5,000 thousands in order to assist the management
in acquisition of identified stakes in Spunklane Media Private Limited and Quintillion Media Limited. During the previous year ended March 31, 2021, the Holding Company recorded
₹ 5,736 thousands towards restructuring expenses.
c) The subsidiary Company namely Quintillion Business Media Limited has been unable to procure the broadcasting license for a Business News Channel and also has been
unsuccessful in its endeavour to rebrand the channel “YTV” owned by its subsidiary “Horizon Satellite Services Private Limited” into “Bloombergquint” in spite of continuous follow-
ups for the same in the last 3.5 years. Consequent to this, the Quintillion Business Media Limited has been compelled to close down the TV Division in April 2020.
The Board of Directors of the Quintillion Business Media Limited vide circular resolution dated 31 August 2020 has approved sale of property plant and equipment and few intangible
assets pertaining to TV Division. Accordingly, Board of director vide circular resolution dated 19 February 2021 have entered into an agreement for the sale of assets for a net
consideration of ₹ 108,021.24 thousands. Accordingly, the difference between sale consideration and written down value of assets of ₹ 207,992.12 thousands is provided for in the
books of accounts as at 31 March 2021 as an Exceptional items under note 29. In addition to the above since the Quintillion Business Media Limited was unable to procure the
broadcasting license Company has cancelled the lease agreement w.e.f. 10 July 2020 vide deed of cancellation executed on 2 May 2021 basis which ₹ 13,684.14 thousands of lease
equalization as on that date has been written back in the books of accounts as at 31 March 2021 as an Exceptional items under note 29.
d) One of the subsidiary companies namely Quintillion Business Media Limited had investments in equity shares of Horizon Satellite Services Private Limited, the subsidiary company.
The investments which were held from 31 January 2017, have been sold to Yuthika Trading Company Private Limited on 20 April 2020. The difference between sale price and
purchase consideration of ₹ 74,432.97 thousands is provided for in the books of accounts as at 31 March 2020, as the sale of investment is covered as an adjusting event. Exceptional
Items represent additional sale consideration on sale of investment of Horizon Satelitte Service Private Limited of ₹ 1,353.92 thousands (31 March 2021 - 3,299.07 thousands).
e) During the year ended March 31, 2020, in One of the subsidiaries namely Quintillion Media Limited there was write back of excess Provision towards Gratuity and Leave
encashment amounting to ₹ 2,360.18 thousands.
200
46 Capitalisation of Video cost
A The Holding Company creates different kinds of content videos in covering multiple genres like documentaries, entertainment, sports, lifestyle, news etc. for its viewers. These videos
are viewed over different platforms like YouTube, Facebook, its own website and through its channel partners.
It receives inputs from primary sources like news reporter, investigations etc, and secondary sources like Wire Services -Asian News International, Press Trust of India, Social Media
platforms like Facebook or twitter. Based on inputs received the creative team creates the content videos and then publish the same on various platforms. The Company on acquisition
of digital business initiated the process of tracking the cost incurred in relation to these videos to reasonably estimate the amount to be capitalized and accordingly has formulated a policy
with effect from 1 July 2020, that the cost of content gets capitalised on the date of publishing.
In accordance with Ind AS 38, the videos created meet the definition of an asset as:
- The Videos are controlled by the Company as it retains the Intellectual Property Rights of these videos and it decides the platforms on which these will be posted for public
viewership.
- It has the rights to remove these videos from these platforms as per its discretion.
- The economic benefits flow only to the Company, which are either direct economic benefit i.e. Partner/Programmatic revenue which is generated by monetisation of these videos on
various platforms based on viewership or Direct Selling of display advertisement revenue, which is generated for placement of various advertisements on Quint’s website or other platforms.
Both of the revenues are related to content videos as these videos generate viewership.
The cost of video include direct expenses such as video crew, production costs, editing, visual effects and production overhead costs such as studio rent etc. It also includes on
proportionate basis production-related administrative costs, if directly attributable and costs of employee benefits i.e. cost of Creative Team or production team working directly on
creation of these videos. The Holding Company intends to process of tracing cost to reasonable estimate the amount to be capitalised with effect from 1 July 2020.
The video cost had been assumed to have a life of 4 years and is to be amortised from the date of its publishing, 60% of the cost capitalised in the first year of video being published ,
20% in the second year and 10% each in next 2 years. If a video, in later year, is found to be not generating any economic benefit it could be decided by the management to be written
off completely in that year itself.
The break up of the cost of the video capitalised is as below :

Particulars Year ended Year ended Year ended
Employee benefit expenses (76,486.33) (52,444.75) -

Depreciation and amortization expense (344.51) (348.55) -
Other expenses (23,398.07) (14,328.26) -
Total Video Cost Capitalized (1,00,228.91) (67,121.56) -
47 The Group has considered the possible effects that may result consequent to uncertainties caused by COVID 19 on the financial results of the Group. The Group has prepared a cash
flow projections for next 12 months and also assessed the recoverability of carrying value of its assets. On the basis of this evaluation and current indicators of future economic conditions,
the Group expects to recover the carrying amount of assets and investments. During the year ended March 31, 2022, there has been no material impact on the financial position/ results
of the Group consequent to Covid 19. Given the uncertainties of the pandemic, the final impact on the Group’s assets in future may differ from that estimated as at the date of approval
of these financial results, and the Group will continue to closely monitor any material changes to future economic conditions.
48 Segment information
The Group’s operating business is organised and managed according to a single primary reportable business segment namely “media operations ”.
Information about geographical areas

"The Group's revenue disaggregated by primary geographical markets is as follows:
India 4,32,738.63 2,85,323.90 2,48,171.84
Outside India 1,27,022.99 69,127.77 35,210.34
Total 5,59,761.62 3,54,451.67 2,83,382.18
Customers exceeding 10% of total revenue For the year ended For the year ended For the year ended
No of customers exceeding 10% of total revenue 2 1 2

Total revenue of such customers (₹ thousands ) 96,891.91 47,444.05 31,170.69
Note -The Group does not have any non-current assets that are located in any region outside India.
201
49 Going concern
In the standalone financial statements of subsidiaries, following note related to going concern has been reported :
A The Quintillion Business Media Limited has incurred a net loss of ₹ 123,331.40 thousands (31 March 2021: ₹442,096.34 thousands and 31 March 2020 :₹721,902.05 thousands ) including
exceptional items of ₹ 1,353.92 thousands during the year ended 31 March 2022 (31 March 2021: ₹ 191,008.89 thousands and 31 March 2020 :₹ 72,072.79 thousands) and has accumulated
losses of ₹ 2,968,530.89 thousands (31 March 2021: ₹ 2,845,199.50 thousands and 31 March 2020:₹ 2,403,103.16 thousands) as at 31 March 2022. However, the management has prepared
a detailed plan for meeting its cash flow requirements for the next 12 months. Company has undrawn facilities to the tune of ₹ 46,019.68 thousands and support letter from Quint Digital
Media Limited, ultimate Holding Company which states that they are committed to provide the necessary level of financial and other support to ensure that the Company continues to
operate as a going concern for the year ending 31 March 2023 and is able to meet its liabilities as and when they fall due for payment. The Company has also undertaken cost reduction
measures as a mitigatory factor. Basis these mitigating factors, we are not aware of existence of any material uncertainties related to aforesaid events or conditions that may cast significant
doubt upon the Company’s ability to continue as a going concern
B The Quintype Technologies India Limited has incurred significant losses during the current year aggregating to ₹ 180,030 thousands (31 March 2021: ₹163,562 thousands and 31
March 2020: ₹ 147,058 thousands) and has an accumulated losses of ₹ 713,209 thousands (31 March 2021: ₹ 533,179 thousands and 31 March 2020 :₹ 369,617 thousands). The cash loss
incurred by the Company for the current year is ₹ 172,372 thousands (31 March 2021: ₹ 150,533 thousands ). Further, the Company has a net liability position of ₹ 39,195 thousands and
has reported a negative net worth of ₹ 9,914 thousands as at 31 March 2022. The Company is still in the growth stage and its ability to continue as a going concern is dependent on
establishing profitable operations and obtaining continuing financial support from Quint Digital Media Limited (“Ultimate holding company”). Further, Quint Digital Media Limited the
ultimate holding company has given an undertaking that it will ensure that the Company meets their obligations as and when they fall due within the next 12 months from the date of
approval of the financial statements. Accordingly, these financial statements have been prepared on a going concern basis and no adjustments have been made in the carrying value of the
assets and liabilities, including any reclassification thereof.
50 The Quintillion Business Media Limited has obtained term loan facilities from RBL Bank Limited (‘RBL Bank’). A portion of the loans obtained from RBL Bank are backed against a
Standby Letter of Credit (‘SBLC’) from Citibank India & CITI NY (‘BB Guaranteed Loans’). The BB Guaranteed Loans have been primarily utilized for working capital/ general corporate
purposes by the Company. The same is reclassified as Equity component of financial instrument under Ind AS for ₹ 452,147.50 thousands as at 31 March 2021. During the year 2022,
RBL Bank has invoked the bank guarantees and has recovered the loans including interest due thereon from the guarantors. In relation to the outstanding amount Bloomberg LP has
called up on the Company to repay ₹ 47,663.58 thousands as full and final settlement. The balance outstanding amount of ₹ 404,483.93 thousands has been written back by the Company.
51 During the period ended 31 March 2020, long term investments held by Quinitllion Media Limited vide 39,376 CCPS and 100 Equity Shares in applied life private limited & 368000
equity shares in Spunklane Media Private Limited have been sold for total consideration of ₹ 572,917.45 thousands to Mr. Raghav Bahl , who is the director of the company. The sale
has resulted in profit of ₹ 406,403.89 thousands to the Company.
52 During the year ended 31st March 2022, long term investments by Quintillion Media Limited of 100 equity shares in Owlet Films Media Private Limited had been sold for ₹ 14.70
thousands resulting in a profit of ₹ 14.60 Thousands & 2,75,000 CCPS in Owlet Films Media Private Limited had been sold for ₹ 2,74,85.04 thousands to Mr Raghav Bahl. In another
transaction 250 Equity Shares of Four Wheel India Private Limited have been sold off for a total consideration of ₹ .25 thousands . The sale has resulted in loss of ₹ 2,499.750 thousands
to the Company.
53 Other statutory information -For periods covered in these special purpose financial statements
(i) The Group do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
(ii) The Group do not have any transactions with companies struck off.
(iii) The Group do not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the reporting period.
(v) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the
Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Group does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
202
54 Rights issue
The Board of Directors in their meeting held on February 7, 2022, approved to issue equity shares by way of a rights issue to the existing share holders of the Company for an amount not
exceeding ₹ 125 Crores in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Companies
Act, 2013 and other applicable laws (“Issue”).The objective of the Issue, subject to finalization by the Board of Directors, is to, interalia, meet the Company’s growth plans, including but
not limited to undertaking strategic initiatives, general corporate purposes and/or such other use of process as may be permitted under the applicable laws.
55 Subsequent events
The disclosures of non-adjusting subsequent events are as below:
(i) Quint Digital Media Limited and its material subsidiaries viz. Quintillion Media Limited and Quintillion Business Media Limited have signed definite agreements dated May 13, 2022
(ii) with AMG Media Networks Limited to conclude the divestment of 49% stake in Quintillion Business Media Limited.
56 Quint Digital Media Limited has executed a Franchisee Agreement on April1,2022 with Global Digital Media Limited for a period of 5 years to launch its overseas platform named
'Quint World'.
Previous year's figures have been regrouped and/ or reclassed wherever necessary to confirm to the current year's groupings and classifications.


203
CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE HALF YEAR ENDED
SEPTEMBER 30, 2022 WITH LIMITED REVIEW REPORT

STATEMENT OF ACCOUNTING RATIOS
The following table sets forth the accounting ratios as at March 31, 2022, March 31, 2021 and March 31,
2020:
(all amounts in ₹ Lakhs, unless stated otherwise)
S. No. Particulars As at As at As at
31st March 31st March 31st March
2022 2021 2020
A. Net Worth 4,145.05 3,116.39 (10,043.10)
B. Profit / (Loss) attributable to the owners of the (2,477.11) (6,092.89) (8,133.05)
equity
C. Number of the shares outstanding at the end of 2,19,66,808 2,19,50,808 20,00,000
the year
Weighted Number of the shares outstanding at
the end of the year
D. - for basic earnings per share 2,19,51,553 1,32,74,552 20,00,000
E. - for diluted earnings per share 2,20,97,266 1,56,38,566 67,95,082
F. Basic earnings per share (B/D) – In ₹. (11.28) (45.90) (406.65)
G. Restated diluted earnings per share (B/E) - In ₹. (11.21) (38.96) (119.69)
H. Return on net worth (%) (B/A) (59.76) (195.51) 80.98
I. Net Asset Value per share
J. - based on weighted average number of shares 18.88 23.48 (502.16)
(A/D) - In ₹.
K. - assuming actual number of equity shares with 18.76 19.93 (147.80)
fully diluted capital in prior years (A/E) - In ₹.
L. EBITDA (1,066.56) (2,955.92) (4,846.49)
M. Face value – in ₹ 10 10 10
Notes:
1. The amounts disclosed are based on Restated Financial Information of the Company
Basic earnings Net profit, attributable to the owners of the company
per share Weighted average no. of equity shares during the year
Diluted Net profit, attributable to the owners of the company

earnings per
share Weighted average no. of dilutive equity shares during the year
Net profit, attributable to the owners of the company

Return on net
Net worth, including share capital and reserves and surplus, as restated at
worth (%)
the end of the year
Net asset value Net worth, including share capital and reserves and surplus, as restated at
per equity the end of the year
share No. of equity shares outstanding at the end of the year
Profit before tax and exceptional items + Finance costs + Depreciation and
EBITDA
amortisation expense
218
CAPITALIZATION STATEMENT
Statement of Capitalization
(In ₹ Lakhs)
Particulars Pre-Issue as at As adjusted for
31st Mar 2022 the issue (Post
Issue)
Borrowings:
Current borrowings A 2,566.54 4,451.15
Non-current borrowings B 13.56 11.43
Total borrowings C=A+B 2,580.10 4,462.58
Shareholder's fund (Net worth)
Share Capital D 2,196.68 4,696.83
Other Equity^ E 4,292.86 13,629.57
Total shareholder's fund (Net worth) F=D+E 6,489.54 18,326.40
Non-current borrowing's/shareholder's fund (Net B/F 0.05 0.01
worth) ratio
Total borrowings /shareholders’ funds (Net worth) C/F 0.46 0.24
ratio
êxcludes non-controlling interest
Notes:
1. Non-current borrowings are considered as borrowings other than short term borrowings and include
current maturities of long-term borrowings.
2. The amounts disclosed above are based on the Restated Financial Statements of the Company.
219
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction
with the “Restated Financial Statements” on page 132 of this Letter of Offer. Some of the information
contained in the following discussion, including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should also read “Risk
Factors” and “Forward Looking Statements” beginning on page 27 and 18 respectively of this Letter of
Offer, which discuss a number of factors and contingencies that could affect our financial condition and
results of operations.
Our restated financial statements included in this t Letter of Offer are prepared in accordance with Ind AS,
which differs in certain material respects from other accounting standards such as IFRS. Our financial year
ends on March 31 of each year. Accordingly, all references to a particular financial year are for the 12
months ended March 31 of that year. Unless otherwise indicated or the context requires, the financial
information for Financial 2022, Financial 2021 and Financial 2020 included herein is based on the Restated
Financial Statements, included in this Letter of Offer. For further information, see “Restated Financial
Statements” beginning on page 132 of this Letter of Offer.
OVERVIEW OF OUR BUSINESS
The Company is presently operating in the Media & Entertainment (M&E) business through its presence
in the Digital News Media segment with three leading digital platforms viz.: “www.thequint.com”,
“www.hindi.thequint.com” and www.thequint.com/fit. The digital platforms of the Company disseminate
news, opinions, and current affairs content on India and the world covering multiple categories such as
governance, politics, economy, business, entertainment, sports, technology, education, lifestyle, health
and fitness, gender issues, and more. The content is purposively oriented towards digital engagement
and speaks in the language of its target audience. To address varied interests and viewing habits of the
audience, various formats including live news, blogs, hot wires, photos, videos, articles, quint lab
(interactive content, special projects, statistics/ infographics, etc.), explainers, audio podcasts, fact checks
and more. Each of the digital platforms also has their own social media channels on all major platforms
including Facebook, Instagram, YouTube, Twitter, and more.
Our Company has a wholly owned subsidiary QML. QML in turn has two subsidiaries QBML and Quintype
India. We also have two Associate Companies viz. Spunklane Media and YKA Media.
Our Business Strategy
The Company operates in the Media & Entertainment business through its presence in the Digital News
Media segment with three leading digital platforms viz.: “www.thequint.com”,
“www.hindi.thequint.com” and www.fit.thequint.com.
• To engage with our readers in an innovative yet easy to understand format to bring them news
that is accurate and informative.
• In order to stay useful to our readers, we periodically take stock of topics, issues, and causes that
are relevant to the times we live in and ensure that these stories do not go untold.
• To constantly increase the reader pool in order to be able to grow the health of the websites and
increase user engagement. This will result in increase in time spent onsite and will help us increase
avenues for monetisation.
220
• To expand our international audience pool to be able to get more people to sample and start
reading our content- onsite.
• To concentrate on Branded Content & Ad Operations, which directly feeds into sales. At present
this drives a large chunk of our business will continue remain our primary focus with constant
innovations and formats to keep our clients engaged.
• To enter into Syndication and Alliances with new syndication partners
• Membership & Special Projects: Our membership & special projects vertical that recently started
has huge potential for growth. This is a cost and resource intensive revenue line which needs
implementation of various tools at the backend and manpower to drive the business. We hope
to scale this business further in the near future.
• Special Grants & Partnerships: We regularly apply for special grants to be able to partner with
larger organisations for our special projects.
• As part of our growth strategy, we anticipate launching Quint World, our international digital
news platform that will target the Indian diaspora in the USA and other parts of the World.
• Soon, we also hope to launch a paywall model on The Quint where all our premium content (Op-
eds, Feature stories and so on) will be restricted to subscribers only.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our financial condition and results of operations are affected by numerous factors and uncertainties,
including those discussed in the section titled ‘Risk Factors’ on page 27 of this Letter of Offer. The following
is a discussion of certain factors that have had, and we expect will continue to have, a significant effect
on our financial condition and results of operations:
• Any adverse changes in central or state government policies;

• Any qualifications or other observations made by our statutory auditors which may affect our
results of operations.
SIGNIFICANT ACCOUNTING POLICIES
The accounting policies have been applied consistently to the periods presented in the Financial
Statements. For details of our significant accounting policies, please refer section titled “Restated
Financial Information” on page 132 of this Letter of Offer.
CHANGE IN ACCOUNTING POLICIES IN PREVIOUS 3 YEARS
Except as mentioned in the Notes to the Accounts in the chapter “Restated Financial Information” on page
132 of this Letter of Offer has been no change in accounting policies in last 3 years.
RESERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS
The Examination Report issued by our Statutory Auditors has no reservations, qualifications and adverse
remarks.
221
RESULTS OF OPERATIONS
The following table sets out selected data from the Restated Financial Statements for Financial Year
2022 and Financial Year 2021, together with the percentage that each line item represents of our total
revenue for the periods presented.
Particulars FY 2022 FY 2021

₹ in Lakhs % to total ₹ in Lakhs % to
income total
income
Income
Revenue from operations 5,597.62 90.98 3,544.52 90.51
Other Income 555.11 9.02 371.60 9.49
Total Income 6,152.73 100.00 3,916.12 100.00
Expenses
Cost of materials consumed -- -- -- --
Purchase of Stock In Trade -- -- -- --
Changes in inventories --- -- --- --
Employee Benefit Expenses 4,199.21 68.25 3,957.06 101.05
Finance Cost 170.93 2.78 417.35 10.66
Depreciation and amortisation expense 897.51 14.59 778.58 19.88
Other Expenses 3,020.08 49.09 2,914.98 74.44
Total Expenses 8,287.72 134.70 8,067.96 206.02
Profit / (Loss) before share in loss of associate, (2,134.99) (34.70) (4,151.85) (106.02)
exceptional items and Tax
Share of Net loss of Associates accounted for (82.87) (1.35) 0.00 --
using the net equity method
Restated Loss before Exceptional Item and Tax (2,217.86) (36.05) (4,151.85) (106.02)
Exceptional Items 101.18 1.64 1,967.45 50.24
Restated Loss before Tax (2,319.04) (37.69) (6,119.30) (156.26)
Tax Expense - -
Current Tax 198.39 3.22 32.62 0.83
Deferred Tax (32.17) (0.52) (40.21) (1.03)
Prior Period Tax Adjustments 2.04 0.03 0.00 -
Profit After Tax (2,487.32) (40.43) (6,111.71) (156.07)
Other Comprehensive Income - -
Income that will not be classified to profit or loss 7.31 0.12 20.61 0.53
Income Tax relating to Items that will not be (2.30) (0.04) 1.78 0.05
classified to profit or loss
Share in loss of Associate 0.59 0.01 0.00 -
Other Comprehensive Income for the Year 10.21 0.17 18.83 0.48
Total Comprehensive Loss for the Year (2,477.11) (40.26) (6,092.89) (155.59)
Earnings per Share (Basic) (in Rs.) (11.28) - (45.90) -
Earnings per Share (Diluted) (in Rs) (11.21) - (38.96) -
222
Total income
Revenue from operations
Our revenue from operations arises out of operation of other websites that act as portals to the internet,
such as media sites providing periodically updated content. The Company creates different kinds of
content videos in covering multiple genres like documentaries, entertainment, sports, lifestyle, news etc.
for its viewers. These videos are viewed over different platforms like YouTube, Facebook, its own website
and through its channel partners. It receives inputs from primary sources like news reporter,
investigations etc., and secondary sources like Wire Services ANI, PTI, Social Media platforms like
Facebook or twitter. The direct economic benefit i.e. Partner/Programmatic revenue which is generated
by monetisation of these videos on various platforms based on viewership or Direct Selling of display
advertisement revenue, which is generated for placement of various advertisements on Quint’s website
or other platforms. Both of the revenues are related to content videos as these videos generate
viewership.
Other Income
Our other income for FY 2022 is from interest income earned on fixed deposits, other interest income,
FVTPL on investments (Mutual Funds), Notice period recovery from employees, profit on sale of Mutual
Funds, profit on sale of shares, excess provisions written back, miscellaneous income, profit on
modification of lease, profit on sale of property, plant and equipment and GST input on terminal services.
Our other income for FY 2021 comprised of interest income earned on fixed deposits other interest
income, FVTPL on investments (Mutual Funds), Notice period recovery from employees, profit on sale of
Mutual Funds, profit on sale of shares, excess provisions written back, miscellaneous income, profit on
modification of lease, interest on refund of income tax, GST input on terminal services and net gain on
foreign currency transactions.
Expenses
Our expenses consist of
Employee benefit expenses
Employee benefit expense consists of salaries, other defined benefits, other employee benefits, and staff
welfare expenses.
Finance Costs
Finance Costs consists of interest on loan and interest on lease liability.
Depreciation and amortisation expenses
Depreciation and amortization expenses consist of depreciation on tangible, intangible and right to use
assets after deducting video cost capitalization.
223
Other expenses
Other expenses include content subscription and royalty, advertising and marketing expenses, other
production expenses, bank charges, director’s sitting fees, electricity charges, legal and professional fees,
listing fees, repairs and maintenance charges, office and administrative expenses, rates and taxes,
brokerage and commission, net loss on foreign currency transaction and translation, rent on plant and
machinery, rent on building, loss on sale of mutual fund, loss on sale of fixed assets, expected credit loss,
vehicle running and maintenance, credit note to client, communication expenses, membership fees,
website maintenance cos, software license fees, loss on sale of shares insurance expenses, travel and
conveyance expenses, auditors’ fees, miscellaneous expenses after deducting video cost capitalization. payment
to auditors included statutory audit fees and tax audit fees. there was an exceptional expenditure on
account of diminution in the value of investments and on account of restructuring during the Financial
Year 2022. there was an exceptional expenditure on account of restructuring and allowance for loss on
sale of assets during the Financial Year 2021.
Tax expenses
Tax expense comprises of current tax and deferred tax. Current tax is the amount of tax payable on the
taxable income for the year as determined in accordance with applicable tax rates and the provisions of
applicable tax laws. Deferred tax liability or credit is recognized based on the difference between taxable
profit and book profit due to the effect of timing differences and treatment of expenses. Our deferred tax
is measured based on the applicable tax rates and tax laws that have been enacted or substantively
enacted by the relevant balance sheet date.
Results of our operations
Comparison of Historical Results of Operations
Financial Year 2022 compared to Financial Year 2021
Total Revenue
Our total revenue, which comprised of revenue from operations and other income, for the Financial Year
2022, was ₹ 6,152.73 Lakhs as compared to ₹ 3,916.11 Lakhs for the Financial Year 2021 representing an
increase of over 57.10%. The increase in revenue was on account of expansion of the digital media
activities and wider social media penetration during the COVID-19 Pandemic due to a shift in viewership
preferences.
Our revenue from operations, for the Financial Year 2022, was ₹ 5,597.62 Lakhs as compared to ₹ 3,544.52
Lakhs for the Financial Year 2021, representing an increase of 57.92%. The increase in revenue was on
account of expansion of the digital media activities and wider social media penetration during the COVID-
19 Pandemic as the preferences were skewed towards more of online viewership as compared to
traditional options that were available earlier.
224
Other income
Our other income increased by ₹ 183.52 Lakhs from ₹371.59 Lakhs in FY 2021 to ₹ 555.11 Lakhs in Financial
Year 2021, an increase of 49.39%. This increase was due to a substantial increase in FVTPL on Investment
(Mutual Fund), excess provisions written back, and Notice period recovery from employees during the
Financial Year 2022.
Expenses
Our total Expenditure increased marginally by ₹ 219.76 Lakhs or by 2.72% from ₹ 8,067.96 Lakhs in
Financial Year 2021 to ₹ 8,287.72 Lakhs in Financial Year 2022. This increase was due to a marginal increase
in employee benefit expenses and a decrease in finance costs.
Employee benefits expense increased marginally by ₹ 242.15 Lakhs or by 6.12% from ₹3,957.06 Lakhs in
Financial Year 2021 to ₹ 4,199.21 Lakhs in Financial Year 2022. This was primarily due to increase in salaries
and wages and other staff benefit expenses.
Depreciation and Amortisation Expense
Our depreciation and amortization expense increased by ₹ 118.93 Lakhs or by 15.28 % from ₹ 778.58
Lakhs in Financial Year 2021 to ₹ 897.51 Lakhs in Financial Year 2022. This was because of acquisition of
intangible assets like trademarks, websites, domain costs, brand development, video costs to the tune of
about ₹ 1,265.07 Lakhs and the depreciation thereon.
Finance Costs
Our finance expenses reduced by ₹ 246.30 Lakhs or by 59.04% from ₹ 417.36 Lakhs in Financial Year 2021
to ₹ 170.93 Lakhs in Financial Year 2022.
Other expenses
Our other expenses increased marginally by ₹ 105.11 Lakhs or by 3.61% from ₹ 2,914.97 Lakhs in Financial
Year 2021 to ₹ 3,020.08 Lakhs in Financial Year 2021. This was because of increase in marketing and
advertisement expenses, subscription charges, other production expenses and issuance of credit note to
client.
Profit/(Loss) before Tax
In light of above discussions, our loss before taxes reduced by ₹ (2,016.85) Lakhs or by 48.58% from a loss
of ₹ (4,151.84) Lakhs in Financial Year 2021 to ₹ (2,134.99) Lakhs in Financial Year 2022.
Exception Items and Loss of Associate Accounted
The exceptional items decreased to ₹101.18 Lakhs in Financial Year 2022 as compared to ₹1,967.45 Lakhs
in the Financial Year 2021. The loss of associate accounted for using the Net Asset Method in the Financial
Year 2022 was ₹82.87 Lakhs.
225
Taxation
Our taxes increased by ₹ 175.85 Lakhs due to increase in current taxes by ₹ 165.77 Lakhs and a reduction
in deferred tax by ₹ 8.04 Lakhs.
Profit/Loss after Tax
For the various reasons discussed above, and following adjustments for tax expenses, we recorded a loss
of ₹ (2,487.32) Lakhs in Financial Year 2022 as compared to a loss of ₹ (6,111.71) Lakhs in the Financial
Year 2021 a decrease by 59.30%.
The following table sets out selected data from the Restated Financial Statement for Financial Year 2021
and Financial Year 2020, together with the percentage that each line item represents of our total
revenue for the periods presented.

₹ in Lakhs % to ₹ in Lakhs % to total
total income
income
Income
Revenue from Operations 3,544.52 90.51 2,833.82 38.50
Other Income 371.60 9.49 4,525.48 61.50
Total Income 3,916.11 100.00 7,359.30 100.00
Expenses
Cost of materials consumed -- -- ---
Purchase of Stock In Trade -- -- ---
Changes in inventories --- -- ---
Finance Cost 417.36 10.66 2,089.07 28.38
Depreciation and amortisation expense 778.58 19.88 1,288.91 17.51
Other Expenses 2,914.98 74.44 4,986.14 67.76
Total Expenses 8,067.96 206.02 15,583.77 211.75
Restated Loss before Exceptional Item and Tax (4,151.85) (106.02) (8,224.47) (111.75)
Exceptional Items 1,967.45 50.24 (23.60) (3.51)
Restated Loss before Tax (6,119.30) (156.26) (8,200.87) (108.23)
Tax Expense -
Current Tax 32.62 0.83 0.00 0.00
Deferred Tax (40.21) (1.03) (8.90) (0.12)
Prior Period Tax Adjustments 0.00 0.00 0.00 0.00
Restated Loss for the Year (6,111.71) (156.07) (8,191.97) (108.11)
Other Comprehensive Income -
Income that will not be classified to profit or loss 20.61 0.53 58.92 0.80
Income Tax relating to Items that will not be 1.78 0.00 0.00
0.05
classified to profit or loss
Share in loss of Associate 0.00 - 0.00 0.00
226
total income
income
Other Comprehensive Income for the Year 18.83 0.48 58.92 0.80
Total Comprehensive loss for the Year (6,092.88) (155.59) (8,133.05) (107.31)
Earnings per Share (Basic) (in Rs.) (45.90) - (406.65) -
Earnings per Share (Diluted) (in Rs) (38.96) - (119.69) -
Total income
Our revenue from operations arises out of Operation of other websites that act as portals to the internet,
such as media sites providing periodically updated content. The Company creates different kinds of
content videos in covering multiple genres like documentaries, entertainment, sports, lifestyle, news etc.
for its viewers. These videos are viewed over different platforms like YouTube, Facebook, its own website
and through its channel partners. It receives inputs from primary sources like news reporter,
investigations etc., and secondary sources like Wire Services -ANI, PTI, Social Media platforms like
Facebook or twitter. The direct economic benefit i.e. Partner/Programmatic revenue which is generated
by monetisation of these videos on various platforms based on viewership or Direct Selling of display
advertisement revenue, which is generated for placement of various advertisements on Quint’s website
or other platforms. Both the revenues are related to content videos as these videos generate viewership.
Other Income
Our other income for FY 2021 is from interest income earned on fixed deposits, other interest income,
FVTPL on investments (Mutual Funds), Notice period recovery from employees, profit on sale of Mutual
Funds, and GST Input on Terminal Services. Our other income for FY 2020 comprised of interest income
earned on fixed deposits, income tax refund, Dividend Income, profit on sale of shares, profit on sale of
mutual fund units, excess provisions written back, Miscellaneous Income, Amount Written back, Profit on
sale of property and GST Input on Terminal Services.
Expenses
Our expenses consist of
Employee benefit expense consists of salaries, other defined benefits, other employee benefits, and staff
welfare expenses.
Finance costs
Finance costs consists of interest on loan, interest on others and other borrowing costs.
227
Depreciation and amortization expenses
Depreciation and amortization expenses consist of depreciation on tangible, intangible and right to use
assets after deducting video cost capitalization.
Other expenses
Other expenses include content subscription and royalty, advertising and marketing expenses, other
production expenses, bank charges, director’s sitting fees, electricity charges, legal and professional fees,
listing fees, repairs and maintenance charges, office and administrative expenses, rates and taxes,
brokerage and commission, loss due to lease modification, net loss on foreign currency transaction and
translation, share depository and registrar fees, rent on plant and machinery, rent on building, expected
credit loss, vehicle running and maintenance, communication expenses, membership fees, website
maintenance cos, software license fees, insurance expenses, travel and conveyance expenses, auditors’
fees, miscellaneous expenses after deducting video cost capitalization. While the same expenses were
incurred in Financial Year 2020 also, there was a loss from the sale of shares, sale of mutual fund units,
and no loss was incurred due to lease modification.
Tax expenses
Tax expense comprises of current tax and deferred tax. Current tax is the amount of tax payable on the
taxable income for the year as determined in accordance with applicable tax rates and the provisions of
applicable tax laws. Deferred tax liability or credit is recognized based on the difference between taxable
profit and book profit due to the effect of timing differences and treatment of expenses. Our deferred tax
is measured based on the applicable tax rates and tax laws that have been enacted or substantively
enacted by the relevant balance sheet date.
Financial Year 2021 compared to Financial Year 2020
Total revenue
Our total revenue, which comprised of revenue from operations and other income, for the Financial Year
2021, was ₹ 3,916.12 Lakhs as compared to ₹ 7,359.30 Lakhs for the Financial Year 2020 representing a
decrease of 46.79%. Our Company was taken over by the new management in the financial year 2019-
2020. The decrease in Total Revenue was mainly due to a major decrease in Other Income during the
Financial Year ended March 31, 2021.
Our revenue from operations, for the Financial Year 2021, was ₹ 3,544.52 Lakhs as compared to ₹ 2,833.82
Lakhs for the Financial Year 2020, representing an increase of over 25.08%. Our Company was taken over
by the new management in the Financial Year 2019 and the company commenced its current activities
w.e.f July 1, 2020. The increase in revenue was on account of expansion of the digital media activities and
wider social media penetration during the COVID-19 pandemic.
228
Other income
Our other income decreased by ₹ 4,153.88 Lakhs from ₹ 4,525.48 Lakhs in Financial Year 2020 to ₹ 371.60
Lakhs in Financial Year 2021 which is by nearly 91.79% This decrease was due to absence of any income
from profit on sale of shares which was ₹4064.04 Lakhs in the Financial Year ended March 31, 2020.
Expenses
Our total Expenditure decreased by ₹ 8,068.96 Lakhs or by 48.23% from ₹ 15,583.76 Lakhs in Financial
Year 2020 to ₹ 8,067.96 Lakhs in Financial Year 2021. This decrease was due to an overall decrease in all
the components of our Expenditure.
Employee benefits expense decreased by ₹ 3,268.52 Lakhs or by 45.19% from ₹ 7,219.64 Lakhs in Financial
Year 2020 to ₹ 3,957.06 Lakhs in Financial Year 2021. This was primarily due to a reduction in salaries and
wages and other staff benefit expenses.
Our depreciation and amortization expense decreased by ₹ 1,510.33 Lakhs or by 39.59% from ₹1,288.91
Lakhs in Financial Year 2020 to ₹ 778.58 Lakhs in Financial Year 2021. This was because of disposal of many
of the assets during the Financial Year 2021.
Finance costs
Our finance expenses decreased by ₹ 1,671.71 Lakhs or by 80.02% from ₹ 2089.07 Lakhs in Financial Year
2020 to ₹ 417.36 Lakhs in Financial Year 2021. This was primarily because of the repayment of bank loan
to the extent of ₹ 7,924.54 Lakhs and the conversion of Optionally Convertible Redeemable Debentures
to the tune of ₹ 6,646.03 Lakhs during the Financial Year ended March 31, 2021, which consequently
reduced the payment of interest thereon.
Other expenses
Our other expenses decreased by ₹ 2,071.16 Lakhs or by 41.54% from ₹ 4,986.14 Lakhs in Financial Year
2020 to ₹ 2,914.98 Lakhs in Financial Year 2021. This was because of overall reduction in expenses with
notable reduction in rent, communication expenses and production expenses.
Profit/Loss before Tax
In light of above discussions, our loss before tax reduced by ₹ (4,072.62) Lakhs or by 49.52 % from a loss
of ₹ (8,224.47) Lakhs in Financial Year 2020 to ₹ (4,151.85) Lakhs in Financial Year 2021.
Exception Items
There was exceptional expenditure amounting to ₹ 1,967.45 Lakhs in Financial Year 2021.
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Taxation
Our current taxes increased by ₹32.62 Lakhs in the Financial Year 2021.
For the various reasons discussed above, and following adjustments for tax expense, we recorded a loss
of ₹ (6,111.71) Lakhs in Financial Year 2021 as compared to a loss of ₹ (8,191.97) Lakhs in the Financial
Year 2020 a decrease by 25.39%.
Half Year ended September 30, 2022 compared with half year ended September 30, 2021
The following table sets out selected data from the Financial Statement for the 6 month period ended
September 30, 2022 and for September 30, 2021, together with the percentage that each line item
represents of our total revenue for the periods presented.
Particulars September 2022 September 2021

total income
income
Income 3,638.17 93.81 2,362.53 94.08
Revenue from Operations 240.14 6.19 148.59 5.92
Other Income 3,878.31 100.00 2,511.12 100.00
Total Income
Expenses
Cost of materials consumed 0.00 0.00 0.00 0.00
Purchase of Stock In Trade 0.00 0.00 0.00 0.00
Changes in inventories 0.00 0.00 0.00 0.00
Finance Cost 120.13 3.10 78.31 3.12
Depreciation and amortisation expense 548.62 14.15 396.52 15.79
Other Expenses 1,833.90 47.29 1256.20 50.03
Total Expenses 4,816.94 124.20 3910.67 155.73
(Loss) before Exceptional Item and Tax (938.63) (24.20) (1,399.55) (55.73)
Share of net loss of associates 54.54 1.41 0.00 0.00
Exceptional Items 0.00 0.00 (13.54) (0.54)
(Loss) before Tax (993.17) (25.61) (1,386.02) (55.19)
Tax Expense
Current Tax 135.56 3.50 81.13 3.23
Deferred Tax (42.61) (1.10) (5.74) (0.23)
Prior Period Tax Adjustments 0.00 0.00 0.00 0.00
Loss for the period (1,086.13) 28.01 (1,461.42) 58.20
Other Comprehensive Income
Remeasurement of the defined benefit plan (31.91) (0.82) (66.60) (2.65)
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Particulars September 2022 September 2021
total income
income
Income Tax relating to Items that will not be
classified to profit or loss 0.42 0.01 (4.61) (0.18)
Share in loss of Associate (0.03) 0.00 0.00 0.00
Other Comprehensive (loss) for the Year (32.36) (0.83) (61.90) (2.47)
Total Comprehensive (loss) for the Year (1,118.48) (28.84) (1,467.62) (58.44)
Earnings per Share -Basic (in Rs.) (5.09) - (6.69) -
Earnings per Share -Diluted (in Rs) (5.09) - (6.69) -
Half Year ended September 30, 2022 compared with Half Year ended September 30, 2021
Total revenue
Our total revenue, which comprised of revenue from operations and other income, for the half year
ended September 30, 2022 , was ₹3,878.31 Lakhs as compared to 2,511.12 Lakhs for the half year ended
September 30, 2021 representing an increase of 54.45%. This was mainly due to an increase in the
revenue from operations.
Our revenue from operations, for the half year ended September 30, 2022, was ₹ 3,638.17 Lakhs as
compared to ₹ 2,362.53 Lakhs for half year ended September 30, 2021 representing an increase of over
an increase of over 53.99% . The increase in revenue was on account of expansion of the digital media
activities and wider social media penetration due to a shift in viewership preferences.
Other income
Our other income increased from ₹148.59 Lakhs to ₹ 240.14 Lakhs in the half year ended September 30,
2022 as compared to the previous half year, an increase by ₹91.55 lacs.
Expenses
Our total Expenditure increased by ₹906.27 Lakhs in the half year ended September 30, 2022 as compared
to half year ended September 30, 2021 from ₹3910.67 Lakhs to ₹4816.94 Lakhs constituting an increase
of 23.17%. This was mainly due to an increase in employee benefit expenses, finance costs, increase in
depreciation and other expenses.
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Employee benefits expense increased by ₹ 134.65 Lakhs or by 6.18% from ₹ 2,179.64 Lakhs in half year
ended September 30, 2022 to ₹ 2,314.29 Lakhs in half year ended September 30, 2021. This was due to a
revision in the wage structure of our employees to match the industry standard.
Our depreciation and amortization expense increase by ₹152.10 lacs from ₹396.52 Lakhs to ₹548.62 Lakhs
for the six-month period ended September 30, 2022 as compared to the six month period ended
September 30, 2021. This was because of purchase of certain additional assets and the depreciation
thereon.
Finance costs
Our finance expenses increased by ₹ 41.82 lacs from ₹78.31 lakhs for the six month period ended
September 30, 2021 to ₹ 120.13 Lakhs for the six month period ended September 30, 2022. This was
because our company had availed fresh secured as well as unsecured loans from banks.
Other expenses
Our other expenses increased by ₹577.70 Lakhs from ₹1,256.20 Lakhs for the six month period ended
September 30, 2021 to ₹ 1,833.90 Lakhs for the six month period ended September 30, 2022, an increase
by 45.99%. This was because of overall increase in advertising expenses, marketing expenses and an
increase in video cost capitalisation.
Profit/Loss before Tax
In light of above discussions, our loss before tax reduced by ₹392. 85 Lakhs or by 28.34 % from a loss of ₹
(1,386.02) Lakhs for six-month period ended September 30, 2021 to ₹ (993.17) Lakhs for the six-month
period ended September 30, 2022.
Exception Item
There was no exemption item for the six-month period ended September 30, 2022 while there was an
exemption item to the extent of ₹ 13.54 Lakhs for the period ended September 30, 2021.
Taxation
Our current taxes increased by ₹54.43 Lakhs for the six-month period ended September 30, 2022 in
comparison to the same period ended September 30, 2021.
For the various reasons discussed above, and following adjustments for tax expense, we recorded a loss
of ₹ (1,086.13) Lakhs for the six month period ended September 30, 2022 compared to a loss of
₹(1,461.42) Lakhs for the corresponding period ended September 30, 2021 which is reduction by
Rs.375.29 lacs or 25.68%.
232
CASH FLOWS
The following table sets forth certain information relating to our cash flows:
(₹ in Lakhs)
Particulars September March 31, March 31, March 31,
30, 2022* 2022 2021 2020
Consolidated Consolidated Consolidated Consolidated
Net Cash Flow from / (used in) Operating (783.78) (413.20) (3,511.55) (7,207.56)
Activities (A)
Net Cash Flow from / (used in) Investing (1,361.96) (1,556.31) (4,839.61) 5,153.18
Activities (B)
Net Cash Flow from / (used in) Financing 1,658.16 1,747.94 3,791.27 4,795.27
Activities (C)
Net increase / (Decrease) in Cash & Cash (487.58) (221.57) (4,559.90) 2,740.89
Equivalents (A+B+C)
Cash and cash equivalents at the beginning of 89.27 (228.96) 4,330.94 1,590.05
the year/period
Cash and cash equivalents at year/ period (398.31) (450.53) (228.96) 4,330.94
end
* Unaudited, reviewed
Cash generated from / used in Operating Activities
Net cash used in operating activities was ₹ (783.78) Lakhs for the six-month period ended September 30,
2022 as compared to ₹(1,342.85) Lakhs for the six month period ended September 30, 2021 representing
a reduction in cash usage of ₹ 559.07 Lakhs. This was primarily due to increase in depreciation, increase
in interest income and an increase in excess provision written back during the six-month period ended
September 30, 2022.
Net cash used in operating activities was ₹ (413.20) Lakhs for the financial year ended March 31, 2022,
compared to ₹ (3,511.55) Lakhs for the financial year ended March 31, 2021, representing a decrease in
cash usage of ₹3,098.35 Lakhs. This net cash variation was primarily due to reduction in overall interest
paid on borrowings and allowances for loss of sale of assets.
Net cash used in operating activities was ₹(3,511.55) Lakhs for the financial year ended March 31, 2021
compared to ₹ (7,207.56) Lakhs from operating activities for the financial ended March 31, 2020. This was
primarily due to a reduction in depreciation and amortisation, absences of dividend income, reduction in
interest on borrowings and absence of profit on sale of investment.
Net Cash generated from / used in Investing Activities
Net cash used in Investing activities was ₹ (1,361.96) Lakhs for the six-month period ended September 30,
2022 as compared to cashflow generated of ₹ 958.84 Lakhs for the six-month period ended September
30, 2021. This was primarily due to change in current investments (net) during the six-month period
September 30, 2022.
233
Net cash used in investing activities was ₹ (1,556.31) Lakhs for the financial year ended March 31, 2022
compared to ₹ 4,839.61 Lakhs for the financial year ended March 31, 2021 representing a reduction in
the cash used in investing activities. This was primarily due to an increase in the investment in subsidiaries
and associates, but no investment in right to use asset and reduction in other property / assets.
The details of investment in subsidiaries and associates referred to in the “Cash Flow Statement” at Page
140 of the Letter of Offer and in the above paragraph is (a) Spunklane Media Private Limited: ₹ 565.91
Lakhs and (b) Quintillion Media Limited: ₹. 906.58 Lakhs
Our net cash generated from investing activities was ₹5,153.18 Lakhs in financial Year March 31, 2020,
while net cash used was ₹ 4,839.61 Lakhs for the financial year ended March 31, 2021. This was due to
increased investment in subsidiaries and associates in the financial year ending March 31, 2020, while
there was more acquisition of assets in the financial year ended March 31, 2021.
Net Cash flow generated / used in Financing Activities
Net cash generated from financing activities was ₹1,658.16 Lakhs for the six month period ended
September 30, 2022 as compared to ₹ 333.62 Lakhs for the corresponding six month period ended
September 30, 2021. This was primarily due to increase in short term borrowings and proceeds from
deposits with banks towards margin money.
Net cash inflow generated from financing activities was ₹ 1,747.94 Lakhs for the financial year ended
March 31, 2022 compared to net cash inflow of ₹ 3,791.27 Lakhs for the financial year ended March 31,
2021. This net cash variation was primarily due to various capital raising activities in financial year ended
March 31, 2021, which included preferential issue of shares /warrants, increase in borrowings, while there
were no capital raising activities in the financial year ended March 31, 2022, and a reduction in
borrowings.
In the Financial Year 2020, our net cash generated from financing activities was ₹ 4,797.27 Lakhs while it
was ₹ 3,791.27 Lakhs in the Financial Year 2020. This cash variation from financing activities was primarily
due to various capital raising activities in the Financial Year 2020.
Contingent Liabilities
We have no contingent liabilities as on March 31, 2022.
Off-Balance Sheet Arrangements
We do not have any other off-balance sheet arrangements or other relationships with unconsolidated
entities, such as special purpose vehicles, that have been established for the purposes of facilitating off-
balance sheet arrangements.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial asset
fails to meet its contractual obligations. The Company’s exposure to credit risk is influenced mainly by the
234
individual characteristics of each financial asset. The management also considers the factors that may
influence the credit risk of its customer base, including the default risk etc. The carrying amounts of
financial assets represent the maximum credit risk exposure.
A default on a financial asset is when the counterparty fails to make contractual payments as per agreed
terms. This definition of default is determined by considering the business environment in which entity
operates and other macro-economic factors. The Company monitors its exposure to credit risk on an
ongoing basis. The Company closely monitors the credit-worthiness of the receivables through internal
systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-
calculated amounts. The Company uses a simplified approach (lifetime expected credit loss model) for the
purpose of computation of expected credit loss for trade receivables.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s
approach to managing liquidity is to ensure, that it will have sufficient liquidity to meet its liabilities when
they are due. Management monitors the Company’s liquidity position and cash and cash equivalents on
the basis of expected cash flows. The Company takes into account the liquidity of the market in which the
entity operates.
Market risk
i) Foreign exchange risk
The Company has international transactions and is exposed to foreign exchange risk arising from foreign
currency transactions (imports and exports). Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency that is not the Company’s
functional currency. The Company has not hedged its foreign exchange receivables and payables as at 31
March 2022.
ii) Interest rate risk
The Company’s variable rate borrowing is subject to interest rate risk. Profit or loss is sensitive to
higher/lower interest expense from borrowings as a result of changes in interest rates. Finance lease
obligation and deferred payment liabilities are at fixed rate.
RELATED PARTY TRANSACTIONS
For details of our related party transactions, see “Restated Financial Information - Related Party
Transactions” on page 184 in this Letter of Offer.
235
Qualitative Disclosure about Market Risk
Known trends or uncertainties that have had or are expected to have a material adverse impact on
sales, revenue or income from continuing operations
Other than as described in the section titled “Risk Factors” and chapter titled “Management's Discussion
and Analysis of Financial Conditions and Results of Operations on page 27 and page 220 respectively, to
our knowledge there are no known trends or uncertainties that have or are expected to have a material
adverse impact on our income from continuing operations.
Unusual or Infrequent Events or Transactions
Except as described elsewhere in this Letter of Offer, there have been no unusual or infrequent events or
transactions including unusual trends on account of business activity, unusual items of income, change of
accounting policies and discretionary reduction of expenses.
Significant economic/regulatory changes
Government policies governing the sector in which we operate as well as the overall growth of the Indian
economy has a significant bearing on our operations. Except as disclosed in this Letter of Offer, to our
knowledge, there are no significant regulatory changes that materially affected or are likely to affect our
income from continuing operations.
Major changes in these factors can significantly impact income from continuing operations.
There are no significant economic changes that materially affected our Company’s operations or are likely
to affect income except as mentioned in the section titled “Risk Factors” on page 27 of this Letter of Offer.
Expected future changes in relationship between costs and revenues, in case of events such as future
increase in labour or material costs or prices that will cause a material change are known
Other than as described in the section titled “Risk Factors” and chapter titled “Management’s Discussion
and Analysis of Financial Conditions and Results of Operations” on page 27 and page 220 respectively, and
elsewhere in this Letter of Offer, there are no known factors to our knowledge which would have a
material adverse impact on the relationship between costs and income of our Company. Our Company’s
future costs and revenues will be determined by demand/supply situation and government policies.
The extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices
The increase in revenue is by and large linked to increase in volume of all the activities carried out by the
Company.
Competitive Conditions
We expect competition in the sector from existing and potential competitors to vary. However, on account
of our core strengths we will be able to stay competitive. For further details, kindly refer the chapter titled
“Our Business” on page 97 of this Letter of Offer.
236
Total Turnover of Each Major Business Segment
We currently operate in the digital media segment. For details on revenue from this segment, kindly refer
the chapter titled “Our Business” on page 97 of this Letter of Offer
New Product or Business Segment
Except as disclosed in “Our Business” on page 97 of this Letter of Offer, we have not announced and do
not expect to announce in the near future any new products or business segments.
Seasonality of Business
Our Company’s business is not seasonal in nature.
Significant dependence on a Single or Few Suppliers or Customers
Other than as described in this Letter of Offer, to our knowledge, there is no significant dependence on a
single or few customers or suppliers.
Significant Developments since last balance sheet date
To our knowledge no circumstances have arisen since September 30, 2022, the date of the last financial
information disclosed in this Letter of Offer which materially and adversely affect or are likely to affect,
our operations or profitability, or the value of our assets or our ability to pay our material liabilities within
the next 12 months.
237
FINANCIAL INDEBTEDNESS
Set forth below, is a brief summary of our Company’s borrowings as on March 31, 2022 together with a
brief description of certain significant terms / material covenants of the relevant financing arrangements.
(₹ in Lakhs)
Nature of Borrowings Principal Amount outstanding as on March 31,
2022
Secured Borrowing from bank – Demand Loan 1,250.00
Secured Borrowing from banks – Working Capital 27.53
Secured Borrowing from others – Working Capital 745.00
Secured Borrowings – Vehicle Loan 15.48
Secured Borrowings – Bank Overdraft 539.80
Unsecured Borrowings (Compulsorily Convertible 2.29
Debentures / Optionally Convertible Debentures of
our Subsidiaries)
Total 2,580.10
Details of Secured Loans
Name of Type of Date of Principal amount Interest Security Tenor /

Lender Loan Sanction outstanding as per Repayment
on March 31, annum Schedule
2022 (in ₹) (%)
HDFC Bank Car Loan 27.07.2020 15,47,579 8.25% See 60 equal
note installments of
below ₹.43,444 each
Barclays Working 08.04.2019 6,90,00,000 5.50% to See Repayable on
Investment Capital 7.10% note demand
and Loans below
Limited
Barclays Working 08.04.2019 55,00,000 7.00% to See Repayable on
Investment Capital 7.90% note demand
and Loans below
Limited
Barclays Bank Cash 29.09.2020 12,50,00,000 6.75% See Repayable on
Plc. Credit note demand
below
Ratnakar Working 10.11.2020 5,39,80,323 7.75% See Repayable on
Bank - Capital note demand
Overdraft below
Ratnakar Working 10.11.2020 27,53,213 7.75% See Repayable on
Bank Capital note demand
below
238
1. Working capital demand loan of up to ₹ 9,28,00,000 from Barclays Investment and Loans Limited
carrying an interest rate at 5.50% p.a. to 7.10% p.a. and is repayable on demand or maturity. The
outstanding balance as on March 31, 2022 is ₹ 6,90,00,000. The facility is secured by
hypothecation of mutual funds held by company and additionally by way of personal guarantee
from Ms. Ritu Kapur and Mr. Raghav Bahl, the promoters and Directors of the Company
2. Working capital demand loan of up to ₹ 70,00,000 from Barclays Investment and Loans Limited
carrying an interest at 7.00% to 7.90% p.a and is repayable on demand or maturity. The
outstanding balance as on March 31, 2022 is ₹ 55,00,000.00. The facility is secured by
hypothecation on all current assets and movable fixed assets (including intellectual property
rights and other intangibles) and further by way of personal guarantee from Ms. Ritu Kapur,
Director and Mr. Raghav Bahl, Director.
3. Cash credit facility of up to ₹ 12,50,00,000.00 from Barclays Bank PLC carries an interest ranging
from at 5.70% to 6.30% p.a and is repayable on demand. The facility is secured by hypothecation
of mutual fund units.
4. Cash credit facility of up to ₹ 10,00,00,000.00 from Ratnakar Bank Limited carries an interest at
Fixed Deposit rate +1.5% p.a. and is also repayable on demand. The outstanding balance as on
March 31, 2022 under cash credit facility is ₹ 5,39,80,323. The facilities are secured by a charge
over fixed deposit of ₹ 6,25,00,000 made with the banks.
5. Cash credit facility of up to ₹ 32,45,280 from Ratnakar Bank Limited carries an interest at Fixed
Deposit rate +1.0% p.a. and is also repayable on demand. The outstanding balance as on March
31, 2022 under cash credit facility is ₹27,53,213.00. The facilities are secured by a charge over
fixed deposit.
Restrictive / Negative Covenants:
The above sanction letter includes various restrictive covenants in relation to certain actions to be
undertaken by our Company and for which prior written approval of the Bank is required. The major
restrictive covenants (which require prior approval) are mentioned below:
1. Resort to any additional borrowing in the Company.

2. Undertake any further capex except being funded by Company’s own resources.
3. Effect any change in shareholding pattern & management control in the Company.
4. Invest in, extend any advance / loans, to any Group Companies / Associates / Subsidiary / any
other third party.
5. Sell, assign, mortgage or otherwise dispose of any fixed assets other than in the ordinary course
of business.
6. Positive net worth to be maintained during the tenure of the facility.
7. Effect any dividend payout / capital withdrawal, in case of delays in debt servicing or breach of
financial covenants.
This is an indicative list and there may be additional terms that may amount to an event of default under
the various borrowing arrangements entered into by us.
239
MARKET PRICE INFORMATION
Our Company’s Equity Shares have been listed and being traded on the BSE
a. Year is a Financial Year;

b. Average price is the average of the daily closing prices of the Equity Shares for the year, or the
month, as the case may be;
c. High price is the maximum of the daily high prices and low price is the minimum of the daily low
prices of the Equity Shares, as the case may be, for the year, or the month, as the case may be;
and
d. In case of two days with the same high / low / closing price, the date with higher volume has been
considered.
Stock Market Data of the Equity Shares
The high, low and average market closing prices recorded on the Stock Exchanges during the last three
years and the number of Equity Shares traded on these days are stated below:
Financial High Date ofNumber Total Low Date of Number Total Average
Year (In ₹) High of volume (In ₹) Low of Volume Price
shares traded on shares traded for the
traded date of traded on date Year
on date High (in ₹) on date of Low
of High of low (in ₹)
2020 155.25 31/03/2020 150 23,287 39.10 19/04/2019 25 977 109.61
2021 610.00 09/02/2021 5,050 30,49,439 160.00 01/04/2020 152 24,310 361.15
2022 592.90 04/03/2022 1,08,136 6,78,56,426 304.20 07/04/2021 1669 5,11,277 356.76
(Source: www.bseindia.com)
Notes: High, low and average prices are based on the daily closing prices.
In case of two days with the same high or low price, the date with the high volume has been
considered.
Market Prices for the eight calendar months
The total number of days that the Equity Shares were traded on the BSE during the last 8 calendar months
from April 01, 2022 to November 30, 2022 was 166. The average volume of the Equity Shares traded on
the BSE were 10,669 equity shares per day.
240
The high and low prices and volume of Equity Shares traded on the respective date on BSE during the last
three calendar months preceding the date of filing of this Letter of Offer are as follows:
Month High Date of Number Total Low Date of Number Total Average
(2022) (In ₹) High of volume (In ₹) Low of Volume Price
shares traded on shares traded for the
traded date of traded on date month
on date High (in ₹) on date of Low
of High of low (in ₹)
April 411.95 01/04/2022 2,930 12,15,614 333.50 27/04/2022 1,730 5,84,546 370.58
May 479.70 23/05/2022 58,698 2,80,97,106 297.80 13/05/2022 8,047 24,42,601 372.53
June 366.30 02/06/2022 32,401 1,19,14,961 290.45 20/06/2022 9,827 29,08,731 328.06
July 349.80 06/07/2022 17,213 59,01,675 306.55 28/7/2022 4,844 14,86,970 326.47
August 338.15 02/08/2022 5,410 18,18,002 320.30 29/08/2022 4,674 14,85,158 330.61
September 322.45 02/09/2022 4,593 14,79,804 305.05 26/09/2022 5,139 15,67,049 312.97
October 311.70 07/10/2022 834 2,58,794 300.50 11/10/2022 2,515 7,61,094 305.50
November 320.00 30/11/2022 9,434 29,46,838 283.20 17/11/2022 1,250 3,59,849 299.69
In the event the high or low or closing price of the Equity Shares are the same on more than one day, the
day on which there has been higher volume of trading has been considered for the purposes of this chapter.
The Board of our Company has approved the Issue at their meeting held on February 07, 2022. The high
and low prices of our Company’s shares as quoted on BSE on February 08, 2022, the day on which the
trading happened immediately following the date of the Board meeting is as follows:
Date Volume (in ₹) Highest Price (in ₹) Lowest Price (in ₹)

February 08, 2022 1,54,360 466.00 401.00
241
SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no outstanding (i) criminal proceedings involving our Company,
Directors, Subsidiary Companies or Promoters and members of the Promoter Group; (ii) actions by any
statutory or regulatory authorities involving our Company, Directors, Subsidiary Companies or Promoters
and members of the Promoter Group; or (iii) claim involving our Company, Directors, Subsidiary
Companies or Promoters and members of the Promoter Group for any direct or indirect tax liabilities
(disclosed in a consolidated manner giving the total number of claims and total amounts involved), (iv)
proceedings involving our Company , Directors, Subsidiary Companies or Promoters and members of our
Promoter Group (other than proceedings covered under (i) to (iii) above) which has been determined to
be “material” pursuant to the materiality policy approved by our Board in its meeting held on February
07, 2022 (“Materiality Policy”) (as disclosed herein below).
In terms of the Materiality Policy, other than outstanding criminal proceedings, actions taken by any
statutory or regulatory authority and claims for any direct or indirect tax liabilities mentioned in point (i)
to (iii) above, all other pending litigation:
A. involving our Company, Promoters / Promoter Group, Directors and Subsidiary Companies:
i. any other pending litigation involving the Company, its Subsidiary Companies, its Promoters /
Promoter Group and its Directors shall be considered “material” for the purpose of disclosure in
the Letter of Offer if: (i) the monetary amount of claim by or against the Company, its Subsidiary
Companies, its Promoters / Promoter Group and its Directors in any such pending litigation is in
excess of Rs.10 Lakhs.
ii such pending litigation is material from the perspective of Company’s business, operations,
prospects or reputation.
B. involving our Directors and our Promoters / Promoter Group (individually or in aggregate), the
outcome of which would materially and adversely affect the business, operations, prospects,
financial position or reputation of our Company, irrespective of the amount involved, has been
considered as material.
Further, except as disclosed in this section, there are no (i) disciplinary action taken against any of our
Promoters / Promoter Group by SEBI or the Stock Exchange in the five financial years preceding the date
of this Letter of Offer; and (ii) litigation involving our Subsidiary Companies which may have a material
impact on our Company.
Further, in accordance with the Materiality Policy, a creditor of our Company, shall be considered to be
material creditor (except banks and financial institutions from whom the Company has availed financing
facilities) for the purpose of disclosure in the offer documents, if amounts due to such creditor exceeds
Rs.10 Lakhs.
Accordingly, we have disclosed consolidated information of outstanding dues owed to any creditors of
our Company, and amount for all dues where each of the dues exceed ₹ 10 Lakhs (“Material Dues”).
Further, in accordance with the Materiality Policy for the disclosure of the outstanding dues to any party
242
which is a MSME will be based on information available with our Company regarding status of the creditor
as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as
amended.
Unless stated to the contrary, the information provided in this section is as of the date of this Letter of
Offer. All terms defined in a summary pertaining to a particular litigation shall be construed only in respect
of the summary of the litigation where such term is used.
I. LITIGATION INVOLVING OUR COMPANY
i. Litigation against our Company
1. Criminal Proceedings
Nil
2. Actions taken by Statutory/Regulatory Authorities
Nil
3. Tax Proceedings
Nil
4. Other Material Litigations
Nil.
5. Disciplinary action against our Company by SEBI or any stock exchange in the last five Financial
Years
Nil
ii. Litigation by our Company

Nil
II. LITIGATION INVOLVING OUR PROMOTERS / PROMOTER GROUP
i. Cases filed against our Promoters / Promoter Group – Mr. Raghav Bahl, Ms. Ritu Kapur,
Mr. Mohan Lal Jain and RB Diversified
1. Criminal Proceedings – Mr. Raghav Bahl
A. Proceedings by the Enforcement Directorate
a. The Income Tax Department had instituted two criminal complaints against Mr. Raghav
Bahl i.e complaint numbers 2982 of 2019 and 2983 of 2019 under Section 50 and 51 of
the Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015
before the Special Chief Judicial Magistrate, Meerut, Uttar Pradesh on May 03, 2019. The
said complaints have been filed with respect to an alleged under reporting in the
complete value of a property in London, United Kingdom in the income tax return for the
Assessment Year 2018-2019. Mr. Raghav Bahl under the return filed under Section 153A
of the IT Act for the Assessment Year 2018-2019 has made all due disclosures in relation
to the said property in London, United Kingdom, and the same has been assessed without
any adverse findings vide Order dated September 30, 2021. In relation to the two criminal
243
complaints, summons are yet to be issued to Mr. Raghav Bahl by the Special Chief Judicial
Magistrate, Meerut, Uttar Pradesh.
b. Enforcement Directorate has registered an Enforcement Case Information Report

ECIR/06/HIU/2019, against Mr. Raghav Bahl under Section 3 of The Prevention of Money
Laundering Act, 2002 to investigate money laundering in respect of a predicate offence
registered against him under Section 50 and 51 of The Black Money (Undisclosed Foreign
Income and Assets) And Imposition of Tax Act, 2015.
c. Mr. Raghav Bahl has preferred a Criminal Writ Petition No: 2392 of 2021 before the Delhi
High Court to quash notices issued in ECIR/06/HIU/2019 and stay of the said proceedings.
The Delhi High Court by its order dated December 3, 2021 issued notice to the
Enforcement Directorate. The matter is listed for hearing on November 25, 2022.
General and specific implications of the above proceedings*
“Since admittedly there is no generation of any proceeds from the alleged under-reporting
of income, the provisions of PMLA, 2002 cannot be invoked, in any given circumstances.
Therefore, no question of attachment of any asset(s) of Mr Raghav Bahl arise. Moreover,
Quint is an independent entity, having a separate legal existence independent from its
Directors/Shareholders and the assets of the Company cannot be realised by any of the
authorities as no allegations, whatsoever, has been made against the Company. The
allegation of under-reporting against Mr Raghav Bahl is in his personal capacity and not
in the capacity of the Director of Quint. Therefore, the assets in the ownership of Quint
cannot be attached by the concerned authorities in the event the alleged offence is proved
against him. Since his networth is much more than the penalty which would follow, if any,
imposed under the BMA, the concerned authorities cannot recover the penalty amount by
seizing the personal assets held him in Quint
There is no generation of proceeds of crime because it is not even the case of the IT
Department that there has been any evasion of tax. Notably, if there is no evasion of tax
by Mr Raghav Bahl, then all the monies sent abroad by him is his legitimate tax paid
income which cannot be treated as proceeds of crime. The maximum penalty, if at all
imposed, can only be up to Rs.10 Lakhs as provided under Section 43 of the BMA, 2015.
Since the IT Department has not even invoked the provisions of Section 43 of BMA, 2015,
it could be premature to contemplate that any penalty could be imposed on him. Any
penalty imposed on Mr Raghav Bahl, if at all, can only be recovered from his personal
assets and not from any other separate legal entity”
*Extracts from legal opinion provided by Mr Abhimanyu Bhandari, Advocate Supreme

Court.
B. Other Matters
a) A Defamation Criminal Suit No:3955/2008 is pending before the Judicial Magistrate

(Additional Civil Judge) (Junior Division) at Ghaziabad Court Uttar Pradesh filed by one
Ajai Agarwal against Raghav Bahl and others. Presently the stage is for further
consideration/ evidence.
244
b) A Defamation Criminal Suit No: 2959/IX/10 is pending before the Chief Judicial Magistrate
at Banda, Uttar Pradesh by Jamiruddin Siddiqui against Mr. Raghav Bahl and others.
Presently the stage is for further consideration.
c) It appears that a Look Out Circular has been issued against Mr. Raghav Bahl, the details
of which are not available. Given the said Look Out Circular, as and when Mr. Raghav Bahl
has to travel outside India, he will be required to approach the jurisdictional Court for
permission. Mr. Raghav Bahl has filed a Writ Petition No. 2392 of 2021 with the Delhi High
Court seeking quashing of the Look Out Circular. The matter is listed for hearing on
November 25, 2022.
2. Criminal Proceedings – Ms. Ritu Kapur
It appears that a Look Out Circular has been issued against Ms. Ritu Kapur, the details of which
are not available. Given the said Look Out Circular, as and when Ms. Ritu Kapur has to travel
outside India, she will be required to approach the jurisdictional Court for `permission. Ms. Ritu
Kapur has filed a Writ Petition No: 1686 of 2022 with the Delhi High Court seeking quashing of the
Look Out Circular. The matter is listed for hearing on November 25, 2022.
3. Actions taken by SEBI / Statutory/Regulatory Authorities - Mr Raghav Bahl / Ms Ritu Kapur /

Mr Mohan Lal Jain
Mr. Raghav Bahl
1. SEBI initiated adjudication proceedings under Section 15HA of the SEBI Act, 1992 against
Mr. Raghav Bahl and Ms. Ritu Kapur for the alleged violations of Section 12A(a), (b), (c) of
SEBI Act read with Regulation 3(a),(b),(c),(d) and Regulations 4(1), 4(2) (a) & (e) of SEBI
(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market)
Regulations, 2003. Show Cause Notice No. EAD5/MC/DPS/11978/2020 dated July 21,
2020 was received and both Mr Raghav Bahl and Ms. Ritu Kapur opted for the settlement
mechanism. The matter was accordingly disposed off by SEBI on payment of settlement
amount of ₹.31,32,000 and ₹29,67,000 by Mr Raghav Bahl and Ms Ritu Kapur respectively
vide SEBI Settlement Order dated July 13, 2021.
2. SEBI initiated adjudication proceedings against Mr Raghav Bahl, Ms Ritu Kapur and others
for disclosures with a delay under the SEBI Takeover Regulations, the SEBI (PIT)
Regulations as well as under the SEBI Listing Agreement for their acquisition of which
resulted in their shareholding to increase beyond 2% on separate instances in the year
2008, 2009 and 2012. Mr Raghav Bahl opted for the settlement mechanism and the
matter was accordingly disposed off by SEBI on payment of an amount of ₹ 31,60,374/-
(Rupees Thirty-One Lakh Sixty Thousand Three Hundred and Seventy-Four only) as
settlement amount jointly by all the applicants on August 30, 2018.
Ms. Ritu Kapur
1. SEBI initiated adjudication proceedings under Section 15HA of the SEBI Act, 1992 against
Mr. Raghav Bahl and Ms. Ritu Kapur for the alleged violations of Section 12A(a), (b), (c) of
245
SEBI Act read with Regulation 3(a), (b),(c),(d) and Regulations 4(1), 4(2) (a) &(e) of SEBI
(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market)
Regulations, 2003.. Show Cause Notice No. EAD5/MC/DPS/11978/2020 dated July 21,
2020 was received and both Mr Raghav Bahl and Ms. Ritu Kapur opted for the settlement
mechanism. The matter was accordingly disposed off by SEBI on payment of settlement
amount of ₹.31,32,000 and ₹29,67,000 by Mr Raghav Bahl and Ms Ritu Kapur respectively
vide SEBI Settlement Order dated July 13, 2021.
2. SEBI initiated adjudication proceedings against Mr Raghav Bahl, Ms Ritu Kapur and others
for disclosures with a delay under the SEBI Takeover Regulations, the SEBI (PIT)
Regulations as well as under the SEBI Listing Agreement for their acquisition of which
resulted in their shareholding to increase beyond 2% on separate instances in the year
2008, 2009 and 2012. Mr Raghav Bahl opted for the settlement mechanism and the
matter was accordingly disposed off by SEBI on payment of an amount of ₹ 31,60,374/-
(Rupees Thirty-One Lakh Sixty Thousand Three Hundred and Seventy-Four only) as
settlement amount jointly by all the applicants on August 30, 2018.
Mr. Mohan Lal Jain
SEBI had initiated adjudication proceedings against Mr. Mohan Lal Jain for alleged violations under
of provisions of SEBI Act read with the provisions of the SEBI (Prohibition of Fraudulent and Unfair
Trade Practices Relating to Securities Market) Regulations, 2003 (PFUTP Regulations). The
proceedings were disposed vide Order No: MC/HP/2021-22/14368 dated November 26, 2021 by
imposing a penalty of ₹5,00,000 which has been duly paid by him.
4. Tax Proceedings – Mr. Raghav Bahl
a) Notice under Section 143 (2) of the Income Tax Act, 1961 was issued to Mr. Raghav Bahl for
Assessment Year 2012-13. Pursuant to the said notice, an order was passed under Section 143(3)
of the Income Tax Act and a demand of ₹1,60,19,960/-was raised against Mr. Raghav Bahl. Mr.
Raghav Bahl has filed an appeal with the CIT(A), Kanpur challenging the order and has deposited
₹ 1,00,00,000/- of the total demand raised with the Income Tax Department.
b) Notice under Section 153A of the Income Tax Act was issued to Mr. Raghav Bahl for Assessment
Year 2013-14. Pursuant to the said notice, an order was passed under Section 153A read with
Section 143(3) of the Income Tax Act 1961 and a demand of ₹.7,73,87,370/-was raised against
Mr. Raghav Bahl. Mr. Raghav Bahl has filed an appeal with the CIT(A), Kanpur challenging the
order and has deposited ₹ 20,14,672/- of the total demand raised with the Income Tax
Department.
c) Notice under Section 153A of the Income Tax Act was issued to Mr. Raghav Bahl for Assessment
Section 143(3) of the Income Tax Act and a demand of ₹5,66,02,573/- was raised against Mr.
Raghav Bahl. Mr. Raghav Bahl has filed an appeal with the CIT(A), Kanpur challenging the said
Notice and has deposited ₹ 14,72,623/- of the total demand raised with the Income Tax
Department.
246
d) Notice under Section 153A of the Income Tax Act, 1961 was issued to Mr. Raghav Bahl for
Assessment Year 2015-16. Pursuant to the said notice, an order was passed under Section 153A
read with Section 143(3) of the Income Tax Act and a demand of ₹6,84,49,15,960/- was raised
against Mr. Raghav Bahl. Mr. Raghav Bahl has filed an appeal with the CIT(A), Kanpur challenging
the said Notice and has deposited ₹ 17,60,87,267/- of the total demand raised with the Income
Tax Department.
e) Notice under Section 153A of the Income Tax Act was issued to Mr. Raghav Bahl for Assessment
Section 143(3) of the Income Tax Act and a demand of ₹9,38,61,983/- was raised against Mr.
Raghav Bahl and he has filed an appeal with the CIT(A), Kanpur challenging the said Notice and
has deposited ₹ ₹ 95,806/- of the total demand raised with the Income Tax Department.
f) Notice under Section 143(2) of the Income Tax Act was issued to Mr. Raghav Bahl by the Deputy
Commissioner of Income Tax, Central Circle-I, Noida for Assessment Year 2020-21. Pursuant to
the said notice, an order was passed under Section 143(3) of the Income Tax Act and a demand
of ₹ 28,09,05,911 /- was raised against Mr. Raghav Bahl and he has filed an appeal with the CIT(A),
Kanpur challenging the said order and a request letter for stay of demand has also been filed with
jurisdictional officer which has been rejected by DCIT. Raghav Bahl will file necessary appeal with
PCIT.
g) The Deputy Commissioner of Income Tax, Central Circle-3, New Delhi / Assessing Officer issued
an assessment order dated 31.10.2005 under Section 158BC read with Section 158BD of the
Income Tax Act for the block period from 01.04.1992 to 03.08.2000. The Assessing Officer
assessed the undisclosed income of Mr. Raghav Bahl for the block period at ₹ 1,79,98,635/- on
the ground that transaction of sale and purchase of shares by Mr. Raghav Bahl with Friends
Portfolio Private Limited were not genuine transactions.
Mr. Raghav Bahl challenged said assessment order dated 31.10.2005 before the CIT(A) by filing
Appeal No. DEL/CIT(A)-II/05-06/286 on ground that the assessment proceedings were without
jurisdiction. By its order dated 03.02.2006, the CIT(A) dismissed Mr. Raghav Bahl’s appeal. Being
aggrieved by said order dated 03.02.2006 of the CIT(A), Mr. Raghav Bahl filed an appeal No. 106
of 2006 before the ITAT, Delhi Bench. By its order dated 31.10.2006, the ITAT, Delhi Bench,
dismissed Mr. Raghav Bahl’s appeal. Being aggrieved by said order dated 31.10.2006 of ITAT, Delhi
Bench, Mr. Raghav Bahl filed an appeal No. 902 of 2007 before the Delhi High Court. By its
judgement dated 06.03.2014, the Delhi High Court allowed Mr. Raghav Bahl’s appeal, set aside
ITAT, Delhi Bench’s order and quashed assessment proceedings against Mr. Raghav Bahl. The
CIT(A) filed a Civil Appeal No. 708 of 2015 before the Supreme Court challenging the said
judgement dated 06.03.2014 passed by the Delhi High Court. The said Civil Appeal is pending
admission before the Supreme Court.
5. Tax Proceedings – Ms. Ritu Kapur
a) Notice under Section 153A of the Income Tax Act was issued to Ms. Ritu Kapur for Assessment
Section 143(3) of the Income Tax Act and for a demand of ₹.78,57,168/- was raised against Ms.
Ritu Kapur. Ms. Ritu Kapur has filed an appeal with the CIT(A), Kanpur challenging the said Notice
and has deposited ₹₹ 2,09,030/- /- of the total demand raised with the Income Tax Department.
247
b) Notice under Section 143(2) of the Income Tax Acthas been issued to Ms. Ritu Kapur for
Assessment Year 2015-16. Pursuant to the said notice, an order was passed under Section 143(3)
of the Income Tax Act. The said order has been challenged before the CIT(A), Kanpur. The tax
effect under the Notice is NIL.
c) Notice under Section 153A of the Income Tax Act has been issued to Ms. Ritu Kapur for
read with Section 143(3) of the Income Tax Act and a demand of ₹ 23,89,99,748/-was raised
against Ms. Ritu Kapur. Ms. Ritu Kapur has filed an appeal with the CIT(A), Kanpur challenging the
notice and has deposited ₹.62,67,255/- of the total demand raised with the Income Tax
Department.
d) Notice under Section 153A of the Income Tax Act has been issued to Ms. Ritu Kapur for
read with Section 143(3) of the Income Tax Act and a demand of ₹48,39,186/-was raised against
Ms. Ritu Kapur. Ms. Ritu Kapur has filed an appeal with the CIT(A), Kanpur challenging the notice
and has deposited Rs. ₹ 1,24,274/- /- of the total demand raised with the Income Tax Department.
e) Notice under Section 143(2) of the Income Tax Act, has been issued to Ms. Ritu Kapur for
Assessme.nt Year 2019-20. Pursuant to the said notice, an order was passed under Section 143(3)
of the Income Tax Act which has been challenged before the CIT(A). The tax effect under the
Notice is Nil.
6. Tax Proceedings – Mr. Mohan Lal Jain
a) Notice under Section 148 of the Income Tax Act was issued to Mr. Mohan Lal Jain for Assessment
Year 2013-14. Pursuant to the order passed with respect to the said notice, a demand of
₹.4,00,12,063/- was raised against Mr. Mohan Lal Jain. Mr. Mohan Lal Jain has filed an appeal
with the CIT(A) challenging the said demand and a request letter for stay of demand has also been
filed with the Jurisdictional Officer.
b) Notice under Section 143(2) of the Income Tax Act was issued to Mr. Mohan Lal Jain for
Assessment Year 2017-18. Pursuant to the order passed under Section 143(3) of the Income Tax
Act with respect to the said notice, a demand of Rs.16,63,846/- was raised against Mr. Mohan Lal
Jain. Mr. Mohan Lal Jain has filed an appeal with the CIT(A) challenging the said demand and also
has deposited ₹. 3,32,770/- of the demand with the Income Tax Department.
c) Notice under Section 143(2) of the Income Tax Act was issued to Mr. Mohan Lal Jain for
Assessment Year 2018-19. Pursuant to the order passed under Section 143(3) of the Income Tax
Act with respect to the said Notice, nil additions were made, however, a demand of ₹.58,775/-
was raised by the Income Tax Department. Mr. Mohan Lal Jain has filed the required rectification
application with the Income tax Department
7. Tax Proceedings – RB Diversified
a) Notice under Section (143) (2) of the Income Tax Act has been issued to RB Diversified for
Assessment Year 2015-2016. Pursuant to the order passed under Section 143(3) of the Income
248
Tax Act with respect to the said notice, a demand of ₹.1,97,35,560/- was raised against RB
Diversified. RB Diversified has filed an appeal with the CIT(A), Kanpur challenging the demand.
Further, the Income Tax Department has adjusted refund(s) of ₹.51,49,810/- against the said
demand.
b) Notice under Section 274 read 271(1)(c) of the Income Tax Act has been issued to RB Diversified
for Assessment Year 2016-17. Pursuant to the order passed under Section 271(1)(c) of the Income
Tax Act, to levy a penalty of ₹.45,59,840/-. RB Diversified has filed an appeal with the ITAT, Delhi
challenging the penalty and the matter is presently pending. RB Diversified has deposited the
entire amount of ₹. 45,59,840/- with the Income Tax Department.
c) Notice under Section (143) (2) of the Income Tax Act has been issued to RB Diversified for
Assessment Year 2017-2018. Pursuant to the order passed under Section 143(3) of the Income
Tax Act with respect to the said notice, a demand of ₹.19,83,31,802/- was raised against RB
Diversified by the Income Tax Department. RB Diversified has filed an appeal with the CIT(A),
Kanpur challenging the said demand. The Income Tax Department has adjusted refund(s) of
₹ 91,34,250 against the said demand and the RB Diversified has further deposited ₹ 1,25,00,000
with the Income Tax Department.
d) Notice under Section 153(C) of the Income Tax Act was issued to RB Diversified for Assessment
Year 2018-19. Pursuant to the order passed under Section 154 read with Section 153C further
read with Section 143(3) of the Income Tax Act, a demand of ₹.100,61,43,590/- was raised against
RB Diversified by the Income Tax Department. Pursuant to a rectification order passed under
Section 154 of the Income Tax Act, the demand was revised ₹. 63,34,392/-. RB Diversified has filed
an appeal with the CIT(A), Kanpur challenging the order. The Income Tax Department has
adjusted refund(s) of ₹. 16, 04,568 against the said demand.
e) A GST Departmental Audit has been instituted against RB Diversified. The Office of the
Commissioner of the Central GST Audit - II Delhi has issued a demand cum show cause notice
under Section 74(1) of the CGST Act, 2017 read with Section 20 of the IGST Act, 2017. Pursuant
to the said demand cum show cause notice, input tax credit of ₹.2,16,82,787/- has been
disallowed. RB Diversified has filed its reply to the demand cum show cause notice on October 28,
2022.
8. Other Material Litigations – Mr. Raghav Bahl
a) A Civil Suit No:72 of 2021 is pending before the Sub-Divisional Judge–I, Patna filed by one Rahmat
Fatima Amanullah against IBN7, Mr. Raghav Bahl and others. The plaintiff has claimed
₹100,00,00,000 from all the defendants as damages. Presently stage of the case is for framing of
issues and admission / denial of documents.
b) A Civil Suit (O.S) No. 21 of 2017 is pending before the Delhi High Court filed by one Ajai Agarwal
against Mr. Raghav Bahl and others for seeking damages to the tune of ₹3,00,00,000 as damages
for mental agony and humiliation suffered. Presently the stage of the case is framing of issues.
ii. Cases filed by our Promoters / Promoter Group

Nil
249
RB Diversified has financed/invested in a 1,000 KW captive rooftop solar power plant set up at
the property of Asahi India Glass Limited located at Taloja, Mumbai. The said solar power plant is
established, commissioned, and operated by Cleanmax Cogen Solutions Pvt. Ltd., a company
engaged in the business of establishing, commissioning, operating and managing roof top solar
power plants in various parts of the country. RB Diversified sought intervention of the
Maharashtra Electricity Regulatory Commission to provide clarification regarding whether it is
permitted to avail open access under the Maharashtra Electricity Commission Distribution Open
Access Regulations, 2016 and simultaneously consume electricity generated from a dedicated
Captive Power Plant (which is not connected to the grid) for necessary direction as to the
applicable regulations / orders of the Maharashtra Electricity Regulatory Commission on RB
Diversified being an open access consumer and simultaneously operating a rooftop solar Captive
Power Plant
The Maharashtra Electricity Regulatory Commission vide its Order No: 199 of 2020 dated February
13, 2021 held that net-metering or behind the meter arrangement of roof-top PV system of a
consumer opting for open access shall be converted into net-billing arrangement for the period
of open access on temporary basis for the tenure of open access. Aggrieved by this order, RB
Diversified has filed an appeal before the Appellate Tribunal for Electricity at New Delhi (Case
Reference: DFR No : 147 of 2021 & IA No. 1108 OF 2021 & IA No. 1107 OF 2021). The matter is
posted for hearing on November 14, 2022. The financial implications are not quantifiable.
II. LITIGATION INVOLVING OUR DIRECTORS (excludes Promoter Directors)
Cases filed against our Directors
Except for the proceedings disclosed under the head Promoters who are also our Directors, there
are no cases filed against any of our other Directors.
Nil

Nil
3. Tax Proceedings
Nil
Nil
5. Disciplinary action against our Directors by SEBI or any stock exchange in the last five Financial
Years
Nil
250
Cases filed by our Directors
Nil

Nil
III. LITIGATION INVOLVING OUR SUBSIDIARIES
A. Cases filed against our Subsidiaries
Nil

Nil
3. Tax Proceedings
Nil
QML
a. QML had invested a total of USD 4.75 Million in Quintype Inc., a Delaware Corporation,
incorporated under the laws of USA. QML had invested the aforesaid amount as CCPS
(USD 3.25 Million) and Convertible Debentures (USD 1.5 Million). Quintype Inc. was
liquidated w.e.f August 11, 2020, in accordance with laws of Delaware. Pursuant to the
liquidation, QML wrote off the entire investment and financial commitments made in
Quintype Inc. in its financial statements. Subsequently, QML made the necessary filings
in accordance with the applicable provisions and regulations prescribed under FEMA with
the RBI through HDFC Bank Limited, its Authorised Dealer. under the automatic route.
The Authorized Dealer however informed QML that the investment in Convertible
Debentures amounting to USD 1.5 Million cannot be written off without the prior
approval of the RBI. Thereafter, on September 7, 2021, QML submitted its application to
the RBI informing them about the write off and for granting a post facto approval for
writing off the Convertible Debentures of Quintype Inc. QML has subsequently become
the material subsidiary of our Company and we have been informed by the Authorised
Dealer that our Unique Identification Number allotted by the RBI in relation to Quintype
Inc. has been closed.
b. Sanatan Sansta has filed a civil defamation suit (Case No: SCS/18/2018/A) seeking
compensation of ₹ 10,00,00,000, by objecting to an article published by our Subsidiary
QML on its portal. The civil suit has been filed against Ms. Pallavi Prasad, Editorial
Representative, our subsidiary QML and 2 others at a local Civil Court at Ponda, Goa. The
matter is fixed for framing of issues.
251
5. Disciplinary action against our Subsidiaries by SEBI or any stock exchange in the last five
Financials
Nil
B. Cases filed by our Subsidiaries
Nil
2. Tax Proceedings
a) QBML had preferred an appeal before the CIT(A), Kanpur under Section 250 of the Income
Tax Act on 27.10.2021 vide Form-35 having acknowledgment 745366870271021 against
the assessment order dated 25.09.2021 passed by the Assessing Officer under Section
153A of the Income Tax Act for the Assessment Year 2018-19. This appeal has been
withdrawn by QBML on 06.01.2022 and is awaiting formal disposal by the CIT(A), Kanpur.
b) QBML has preferred an appeal before the concerned authority under the Goods and
Services Act, for an aggregate amount of ₹ 29.71 Lakhs claimed as refund by QBML in
their quarterly returns and the same was rejected by the authorities.
Nil
IV. OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER CREDITORS
The details of amounts outstanding towards small scale undertakings and other creditorsas on
March 31, 2022 and September 30, 2022 are as follows:
Particulars Amount ( In ₹)
March 31, 2022 September 30, 2022
To MSMEs 80,47,269.00 1,01,48,150.00
To Others 11,16,26,328.00 7,79,71,000.00
V. DISCLOSURES PERTAINING TO WILLFUL DEFAULTERS
Neither our Company, nor our Promoters and members of the Promoter Group, and Directors
have been categorized or identified as willful defaulters by any bank or financial institution or
consortium thereof, in accordance with the guidelines on willful defaulters issued by the RBI.
There are no violations of securities laws committed by them in the past or are currently pending
against any of them.
252
STATEMENT OF MATERIAL DEVELOPMENTS
Except as stated in this Letter of Offer and as disclosed below, to our knowledge, no circumstances have
arisen since March 31, 2022, which materially and adversely affect or are likely to affect our operations,
performance, prospects or profitability, or the value of our assets or our ability to pay material liabilities:
• The Board of Directors vide resolution by circulation dated May 13, 2022, had approved the
proposed sale of 49% equity stake in QBML, held by QML to AMG Media and signed the definite
agreements viz. the share purchase agreement and the shareholders agreement. The proposed
sale of 49% stake in QBML has been approved by the shareholders of the Company by way of a
postal ballot on June 22, 2022.
• Quintype India has entered into a Master Franchise Agreement BK Media Mauritius Private
Limited, a company incorporated in Mauritius for granting franchisee rights in the Middle East
Territory.
• Our Company has entered into a Franchise Agreement dated May 13, 2022 with Global Digital
Media Limited as the exclusive franchisee to operate the Quint Overseas Platform, viz. Quint
World. in all parts of the World except India.
• The Board of Directors have approved an additional investment of ₹ 184 Lakhs in Spunklane Media
on November 14, 2022.
253
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Board of Directors in its meeting dated February 7, 2022, have authorised this Issue under Section
62(1) (c) of the Companies Act, 2013.
Our Board of Directors / Rights Issue Committee has at its meeting held on December 07, 2022 determined
the Issue Price as ₹ 50/- per Rights Equity Share in consultation with the Lead Manager, and the Rights
Entitlement as 42 (Forty-Two) Rights Equity Share for every 37 (Thirty-Seven) Equity Share held on the
Record Date.
On Application, the Eligible Equity Shareholders will have to pay ₹ 50/- per Rights Equity Share which
constitutes 100% of the Issue Price on application.
The Draft Letter of Offer was approved by our Board pursuant to its resolution dated July 06, 2022 and
this Letter of Offer was approved by our Board pursuant to its resolution dated December 07, 2022.
Our Company has received ‘in-principle’ approval letter from BSE Limited vide letter dated August 11,
2022 for listing of the Rights Equity Shares to be allotted pursuant to Regulation 28 (1) of SEBI Listing
Regulations. Our Company will also make applications to BSE Limited to obtain their trading approval for
the Rights Entitlements as required under the SEBI Rights Issue Circulars.
Our Company has been allotted the ISIN INE641R20017 for the Rights Entitlements to be credited to the
respective demat accounts of the Equity Shareholders of our Company. For details, see “Terms of the
Issue” on page 264 of this Letter of Offer
Prohibition by SEBI or other Governmental Authorities
Our Company, our Promoters, our Directors, the members of our Promoter Group and persons in control
of the Promoter and the Company have not been prohibited from accessing the capital market or
debarred from buying or selling or dealing in securities under any order or direction passed by SEBI or any
securities market regulator in any jurisdiction or any authority/court as on date of this Letter of Offer.
Further, our Promoters and our Directors are not promoter or director of any other company which is
debarred from accessing or operating in the capital markets or restrained from buying, selling or dealing
in securities under any order or direction passed by SEBI. None of our Directors or Promoters are
associated with the securities market in any manner. There is no outstanding action initiated against them
by SEBI in the five years preceding the date of filing of this Letter of Offer.
Neither our Promoters nor our Directors have been declared as Fugitive Economic Offender under Section
12 of Fugitive Economic Offenders Act, 2018 (17 of 2018).
Prohibition by RBI
Neither our Company, nor our Promoters, and Directors have been categorized or identified as willful
defaulters or a fraudulent borrower by any bank or financial institution or consortium thereof, in
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accordance with the guidelines on willful defaulters issued by the Reserve Bank of India. There are no
violations of securities laws committed by them in the past or are currently pending against any of them.
Compliance with Companies (Significant Beneficial Ownership) Rules, 2018
Our Company, our Promoters and the members of our Promoter Group are in compliance with the
Companies (Significant Beneficial Ownership) Rules, 2018, to the extent it may be applicable to them as
on date of this Letter of Offer.
Eligibility for the Issue
Our Company is a listed company, incorporated under Companies Act, 1956. The Equity Shares of our
Company are presently listed on BSE Limited. We are eligible to undertake the Issue in terms of Chapter
III of the SEBI ICDR Regulations. Pursuant to Clauses (1) and (2) of Part B of Schedule VI to the SEBI ICDR
Regulations, our Company is required to make disclosures in accordance with Part B-1 of Schedule VI to
the SEBI ICDR Regulations.
Compliance with Regulations 61 and 62 of the SEBI ICDR Regulations
Our Company is in compliance with the conditions specified in Regulations 61 and 62 of the SEBI ICDR
Regulations, to the extent applicable. Further, in relation to compliance with Regulation 62(1)(a) of the
SEBI ICDR Regulations, our Company undertakes to make an application to the Stock Exchange for listing
of the Rights Equity Shares to be issued pursuant to the Issue. BSE Limited is the Designated Stock
Exchange for the Issue.
Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS LETTER OF OFFER TO THE SECURITIES

AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT IN ANYWAY BE DEEMED OR CONSTRUED THAT
THE SAME HAS BEEN CLEARED OR APPROVED BYSEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER
FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED
TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS
LETTER OF OFFER. THE LEAD MANAGER, CHOICE CAPITAL ADVISORS PRIVATE LIMITED HAS CERTIFIED
THAT THE DISCLOSURES MADE IN THIS LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (“SEBI ICDR REGULATIONS”). THIS REQUIREMENT IS
TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE
PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER
OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE LEADMANAGER, CHOICE CAPITAL ADVISORS PRIVATE LIMITED HAS FURNISHED TO SEBI
A DUE DILIGENCE CERTIFICATE DATED JULY 12, 2022 IN THE FORMAT PRESCRIBED UNDERSCHEDULE
V(A) OF THE SEBI ICDR REGULATIONS, WHICH READS AS FOLLOWS:
1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE
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COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER
MATERIAL IN CONNECTION WITH THE FINALISATION OF THIS LETTER OF OFFER PERTAINING TO THE
ISSUE;
2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS
AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS
CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE
DOCUMENTS AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:
a) THIS LETTER OF OFFER IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS
RELEVANT TO THE ISSUE;
b) ALL THE MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS,
GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY SEBI, THE CENTRAL GOVERNMENT AND ANY
OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND
c) THE MATERIAL DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO
ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE
PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE
COMPANIES ACT, 2013, TO THE EXTENT APPLICABLE, SEBI ICDR REGULATIONS ANDOTHER APPLICABLE
LEGAL REQUIREMENTS.
3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THIS LETTER OF
OFFER ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATION IS VALID.
4) WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL THEIR
UNDERWRITING COMMITMENTS – NOT APPLICABLE.
5) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF
THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE
SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-
IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING
FROM THE DATE OF FILING THE LETTER OF OFFER WITH THE SEBI TILL THE DATE OF COMMENCEMENT
OF LOCK-IN PERIOD AS STATED IN THE LETTER OF OFFER – NOT APPLICABLE.
6) WE CERTIFY THAT REGULATION 15 OF THE SEBI ICDR REGULATIONS, WHICH RELATES TO SPECIFIED
SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY
COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION
HAVE BEEN MADE IN THE LETTER OF OFFER – NOT APPLICABLE.
7) WE UNDERTAKE THAT SUB-REGULATION (3) OF REGULATION 14 AND CLAUSE (C) AND (D) OF SUB-
REGULATION (9) OF REGULATION 25 OF THE SEBI ICDR REGULATIONS SHALL BE COMPLIED WITH. WE
CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION
SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT
AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM
THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE
KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO
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THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE – NOT APPLICABLE.
8) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS
RECEIVED PURSUANT TO THE ISSUE ARE CREDITED/TRANSFERRED IN A SEPARATE BANK ACCOUNT AS
PER THE PROVISIONS OF SECTION 40(3) OF THE COMPANIES ACT, 2013 AND THAT SUCH MONEYS SHALL
BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK
EXCHANGES MENTIONED IN THE LETTER OF OFFER. WE FURTHER CONFIRM THAT THE AGREEMENT
ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS
CONDITION. – NOTED FOR COMPLIANCE TO THE EXTENT APPLICABLE
9) WE CERTIFY THAT THE EXISTING BUSINESS AS WELL AS ANY NEW BUSINESS OF THE COMPANY FOR
WHICH THE FUNDS ARE BEING RAISED FALL WITHIN THE “MAIN OBJECTS” IN THE OBJECT CLAUSE OF
THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE COMPANY AND THAT THE
ACTIVITIES WHICH HAVE BEEN CARRIED IN LAST 10 YEARS ARE VALID IN TERMS OF THE OBJECT CLAUSE
OF ITS MEMORANDUM OF ASSOCIATION. - COMPLIED TO THE EXTENT APPLICABLE.
10) FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE LETTER OF OFFER:
a) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE
DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY EXCLUDING SUPERIOR EQUITY SHARES, WHERETHE
COMPANY HAS OUTSTANDING SUPERIOR EQUITY SHARES. COMPLIED WITH; AND
b) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING
NORMS SPECIFIED BY SEBI. COMPLIED WITH
11) WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN

TERMS OF THE SEBI ICDR REGULATIONS, AS AMENDED WHILE MAKING THE ISSUE – NOTED FOR
COMPLIANCE.
12) WE CONFIRM THAT THE ISSUER IS ELIGIBLE TO LIST ON THE INNOVATORS GROWTH PLATFORM
IN TERMS OF THE PROVISIONS OF CHAPTER X OF THE SEBI ICDR REGULATIONS – NOT APPLICABLE.
13) NONE OF THE INTERMEDIARIES NAMED IN THIS LETTER OF OFFER HAVE BEEN DEBARRED FROM
FUNCTIONING BY ANY REGULATORY AUTHORITY.COMPLIED WITH.
14) THE ABRIDGED LETTER OF OFFER CONTAINS ALL DISCLOSURES AS SPECIFIED IN THE SEBI ICDR
REGULATIONS. COMPLIED WITH
THE FILING OF THIS LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES
UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS
LETTER OF OFFER
Disclaimer from our Company, our Directors and the Lead Manager
Our Company, our Directors and the Lead Manager accept no responsibility for statements made
otherwise than in this Letter of Offer or in the advertisements or any other material issued by or at our
257
Company’s instance and anyone placing reliance on any other source of information, including our
Company’s website www.quintdigitalmedia.com or the respective websites of our Promoter Group, if any,
or an affiliate of our Company would be doing so at his or her own risk.
All information shall be made available by our Company and the Lead Manager to the public and investors
at large and no selective or additional information would be available for a section of the investors in any
manner whatsoever, including at road show presentations, in research or sales reports, at bidding centers
or elsewhere.
Investors will be required to confirm and will be deemed to have represented to our Company, Lead
Manager and their respective directors, officers, agents, affiliates, and representatives that they are
eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares
and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company,
the Lead Manager and their respective directors, officers, agents, affiliates, and representatives accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity
Shares.
No information which is extraneous to the information disclosed in this Letter of Offer or otherwise shall
be given by our Company or any member of the Issue management team [is this correct] or the syndicate
to any particular section of investors or to any research analyst in any manner whatsoever, including at
road shows, presentations, in research or sales reports or at bidding centers.
No dealer, salesperson or other person is authorized to give any information or to represent anything not
contained in this Letter of Offer. You must not rely on any unauthorized information or representations.
This Letter of Offer is an offer to sell only the Rights Equity Shares and the Rights Entitlement, but only
under circumstances and in the applicable jurisdictions. Unless otherwise specified, the information
contained in this Letter of Offer is current only as at its date.
Disclaimer in respect of Jurisdiction
This Letter of Offer has been prepared under the provisions of Indian law and the applicable rules and
regulations thereunder. Any disputes arising out of the Issue will be subject to the jurisdiction of the
appropriate court(s) in New Delhi, India only.
Disclaimer Clause of BSE
As required, a copy of the DraftLetter of Offer has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of the Draft Letter of Offer, has been included in the Letter
of Offer prior to the filing with the Stock Exchange.
Designated Stock Exchange
The Designated Stock Exchange for the purposes of the Issue is BSE.
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Listing
Our Company will apply to BSE for final approval for the listing and trading of the Rights Equity Shares
subsequent to their Allotment. No assurance can be given regarding the active or sustained trading in the
Rights Equity Shares or the price at which the Rights Equity Shares offered under the Issue will trade after
the listing thereof.
Selling Restrictions
This Letter of Offer is solely for the use of the person who has received it from our Company or from the
Registrar. This Letter of Offer is not to be reproduced or distributed to any other person.
The distribution of theLetter of Offer/ Letter of Offer, Abridged Letter of Offer, Application Form and the
Rights Entitlement Letter and the issue of Rights Entitlements and Equity Shares on a rights basis to
persons in certain jurisdictions outside India is restricted by legal requirements prevailing in those
jurisdictions. Persons into whose possession the Draft Letter of Offer/ Letter of Offer, Abridged Letter of
Offer Application Form and the Rights Entitlement Letter may come are required to inform themselves
about and observe such restrictions. Our Company is making this Issue on a rights basis to the Eligible
Equity Shareholders of our Company and will dispatch the / Letter of Offer, Abridged Letter of Offer
Application Form and the Rights Entitlement Letter only to Eligible Equity Shareholders who have provided
an Indian address to our Company.
No action has been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation,
or distribution of the Draft Letter of Offer, Letter of Offer, Abridged Letter of Offer or any other material
relating to our Company, the Equity Shares or Rights Entitlement in any jurisdiction, where action would
be required for that purpose, except that the Draft Letter of Offer has been filed with the Stock Exchange.
Accordingly, the Rights Entitlement or Equity Shares may not be offered or sold, directly or indirectly, and
this Letter of Offer or any offering materials or advertisements in connection with the Issue or Rights
Entitlement may not be distributed or published in any jurisdiction, except in accordance with legal
requirements applicable in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in
those jurisdictions in which it would be illegal to make such an offer.
This Letter of Offer and its accompanying documents are being supplied to you solely for your information
and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or
published, in whole or in part, for any purpose. If this Letter of Offer is received by any person in any
jurisdiction where to do so would or might contravene local securities laws or regulation, or by their agent
or nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlement referred to in
this Letter of Offer. Investors are advised to consult their legal counsel prior to applying for the Rights
Entitlement and Equity Shares or accepting any provisional allotment of Equity Shares, or making any
offer, sale, resale, pledge or other transfer of the Equity Shares or Rights Entitlement.
Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create
any implication that there has been no change in our Company’s affairs from the date hereof or the date
of such information or that the information contained herein is correct as of any time subsequent to this
date or the date of such information. Each person who exercises Rights Entitlements and subscribes for
Equity Shares, or who purchases Rights Entitlements or Equity Shares shall do so in accordance with the
restrictions set out below.
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NO OFFER IN THE UNITED STATES
THE RIGHTS ENTITLEMENTS AND THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S.
STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES, EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS ENTITLEMENTS AND EQUITY SHARES REFERRED TO
IN THE LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING
TO WHICH THE LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED
AS, AN OFFERING OF ANY EQUITY SHARES OR RIGHTS ENTITLEMENTS FOR SALE IN THE UNITED STATES
OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THE
LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES
AT ANY TIME.
Neither our Company, nor any person acting on behalf of our Company, will accept a subscription or
renunciation from any person, or the agent of any person, who appears to be, or who our Company, or
any person acting on behalf of our Company, has reason to believe is, in the United States when the buy
order is made. Envelopes containing an Application Form should not be postmarked in the United States
or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make
an offer under this Letter of Offer. Our Company is making this Issue on a rights basis to the Eligible Equity
Shareholders and this, Letter of Offer/ Abridged Letter of Offer, Application Form and the Rights
Entitlement Letter will be dispatched to the Eligible Equity Shareholders who have provided an Indian
address to our Company. Any person who acquires the Rights Entitlements and the Equity Shares will be
deemed to have declared, represented, warranted and agreed, by accepting the delivery of the Letter of
Offer, (i) that it is not and that, at the time of subscribing for the Equity Shares or the Rights Entitlements,
it will not be, in the United States when the buy order is made; and (ii) is authorised to acquire the Rights
Entitlements and the Equity Shares in compliance with all applicable laws, rules and regulations.
Our Company, in consultation with the Lead Manager, reserves the right to treat as invalid any Application
Form which: (i) appears to our Company or its agents to have been executed in or dispatched from the
United States of America; (ii) does not include the relevant certification set out in the Application Form
headed “Overseas Shareholders” to the effect that the person accepting and/or renouncing the
Application Form does not have a registered address (and is not otherwise located) in the United States,
and such person is complying with laws of the jurisdictions applicable to such person in connection with
the Issue, among others; (iii) where our Company believes acceptance of such Application Form may
infringe applicable legal or regulatory requirements; or (iv) where a registered Indian address is not
provided, and our Company shall not be bound to allot or issue any Equity Shares or Rights Entitlement in
respect of any such Application Form.
None of the Rights Entitlements or the Equity Shares have been, or will be, registered under the Securities
Act, or any state securities laws in the United States. Accordingly, the Rights Entitlements and Equity
Shares are being offered and sold only outside the United States in compliance with Regulation S under
the Securities Act and the applicable laws of the jurisdictions where those offers and sales are made.
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NO OFFER IN ANY JURISDICTION OUTSIDE INDIA
NO OFFER OR INVITATION TO PURCHASE RIGHTS ENTITLEMENTS OR RIGHTS EQUITY SHARES IS BEING

MADE IN ANY JURISDICTION OUTSIDE OF INDIA, INCLUDING, BUT NOT LIMITED TO AUSTRALIA, BAHRAIN,
CANADA, THE EUROPEAN ECONOMIC AREA, GHANA, HONG KONG, INDONESIA, JAPAN, KENYA, KUWAIT,
MALAYSIA, NEW ZEALAND, SULTANATE OF OMAN, PEOPLE'S REPUBLIC OF CHINA, QATAR, SINGAPORE,
SOUTH AFRICA, SWITZERLAND, THAILAND, THE UNITED ARAB EMIRATES, THE UNITED KINGDOM AND THE
UNITED STATES. THE OFFERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO
CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY RIGHTS EQUITY SHARES OR RIGHTS
ENTITLEMENT FOR SALE IN ANY JURISDICTION OUTSIDE INDIA OR AS A SOLICIATION THEREIN OF AN
OFFER TO BUY ANY OF THE SAID SECURITIES. ACCORDINGLY, THIS LETTER OF OFFER SHOULD NOT BE
FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION AT ANY TIME.
Consents
Consents in writing of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
the Lead Manager, Legal Advisor, the Registrar to the Issue, the Bankers to the Issue and the Monitoring
Agency to act in their respective capacities have been obtained and such consents have not been
withdrawn up to the date of this Letter of Offer.
Our Company has received written consent dated December 07, 2022 from our Statutory and Peer Review
Auditor, namely, M/s. Walker Chandiok & Co, LLP, Chartered Accountants for inclusion of their
examination report dated July 05, 2022 on our Restated Financial Information for the financial years
ended March 31, 2022, March 31, 2021 and March 31, 2020; and to include their name in this Letter of
Offer and as an ‘Expert’ as defined under Section 2(38) of the Companies Act, 2013 in relation to the
Statement of Tax Benefits dated December 07, 2022 in the form and context in which it appears in this
Letter of Offer. Such consent has not been withdrawn up to the date of this Letter of Offer.
Expert Opinion
Our Company has received written consent dated December 07, 2022 from our Statutory Auditors,
namely, M/s., Walker Chandiok, & Co LLP Chartered Accountants to include their name as required in this
Letter of Offer and as an ‘Expert’ as defined under Section 2(38) of the Companies Act, 2013 in relation to
its (i) examination report July 05, 2022 on our Restated Summary Statements for the financial years ended
March 31, 2022, March 31, 2021 and March 31, 2020; and (ii) Special Tax Benefits dated December 07,
2022 in this Letter of Offer and such consent has not been withdrawn as of the date of this Letter of Offer.
Our Company has also received written consent dated December 07, 2022 from ASDJ & Associates,
Chartered Accountants for inclusion of their name as an Expert’ as defined under Section 2(38) of the
Companies Act, 2013 in relation to the Special Tax Benefits dated December 07, 2022 included in this
Letter of Offer and such consent has not been withdrawn as of the date of this Letter of Offer.
Our Company has also received written consent dated November 28, 2022 from Mr Abhimanyu Bhandari,
Advocate Supreme Court for inclusion of his name in this Letter of Offer as an “Expert” as defined under
Section 2(38) of the Companies Act 2013 to the extent in respect of his opinion given under the PMLA Act,
2002.
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The term ‘Expert’ and consent thereof, does not represent an expert or consent within the meaning under
the U.S. Securities Act.
Except for the abovementioned documents, provided by M/s. Walker Chandiok & Co LLP, Chartered
Accountants, ASDJ & Associates, Chartered Accountants and Mr Abhimanyu Bhandari, our Company has
not obtained any expert opinions.
Performance vis-à-vis objects – Public/Rights Issue of our Company
Our Company has not made any rights issues or public issues during the five years immediately preceding
the date of this Letter of Offer. There have been no instances in the past, wherein our Company has failed
to achieve the objects in its previous issues.
Stock Market Data of the Equity Shares
Our Equity Shares are listed and traded on BSE. For details in connection with the stock market data of
the Stock Exchanges, please refer to the chapter titled “Market Price Information” on page 240 of this
Letter of Offer.
Filing
The Draft Letter of Offer has been filed with the Stock Exchange as per the provisions of the SEBI ICDR
Regulations. Further, in terms of Regulation 71(8) of the SEBI ICDR Regulations, our Company
simultaneously while filing the Draft Letter of Offer with the Stock Exchange, has done an online filing
with SEBI through the SEBI intermediary portal at https://siportal.sebi.gov.in in terms of the circular (No.
SEBI/HO/CFD/DIL1/CIR/P/2018/011) dated January 19, 2018 issued by the SEBI. After SEBI has given its
observations, the Letter of Offer has been filed with SEBI and the Stock Exchange simultaneously as per
the provisions of the SEBI ICDR Regulations.
Mechanism for Redressal of Investor Grievances
Our Company has adequate arrangements for redressal of investor grievances in compliance with the SEBI
Listing Regulations. We have been registered with the SEBI Complaints Redress System (SCORES) as
required by the SEBI Circular no. CIR/ OIAE/ 2/ 2011 dated June 3, 2011. Consequently, investor grievances
are tracked online by our Company.
Our Company has a Stakeholders Relationship Committee which meets at least once a year and as and
when required. Its terms of reference include considering and resolving grievances of Shareholders in
relation to transfer of shares and effective exercise of voting rights. Skyline Financial Services Private
Limited is our Registrar and Share Transfer Agent. All investor grievances received by us have been
handled by the Registrar and Share Transfer Agent in consultation with the Company Secretary and
Compliance Officer.
Investor complaints received by our Company are typically disposed of within 15 days from the receipt of
the complaint.
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Investor Grievances arising out of this Issue
Investors may contact the Registrar to the Issue or our Company Secretary for any pre-Issue or post-Issue
related matters. All grievances relating to the ASBA process may be addressed to the Registrar, with a
copy to the SCSBs (in case of ASBA process), giving full details such as name, address of the Applicant,
contact number(s), e mail address of the sole/ first holder, folio number or demat account number,
number of Rights Equity Shares applied for, amount blocked (in case of ASBA process ASBA Account
number and the Designated Branch of the SCSBs where the Application Form or the plain paper
application, as the case may be, was submitted by the Investors along with a photocopy of the
acknowledgement slip (in case of ASBA process). For details on the ASBA process, see “Terms of the Issue”
at page 264 of this Letter of Offer. The contact details of our Registrar to the Issue and our Company
Secretary are as follows:
Registrar to the Issue

Mumbai: 400 072
Contact Details: +91 22 4972 1245/ 28511022
Contact Person: Mr. Subhash Dhingreja
Investors may contact the Company Secretary and Compliance Officer at the below mentioned address
for any pre-Issue/ post-Issue related matters such as non-receipt of Letters of Allotment / share
certificates/ demat credit/ Refund Orders etc.
Mr. Tarun Belwal, Company Secretary and Compliance Officer of our Company. His contact details are set
forth hereunder:

9th Floor, Sector 16A, Film City,
Noida – 201 301, Uttar Pradesh
Tel: +91 0120-4751818
Fax: N.A.
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SECTION VII – ISSUE INFORMATION
TERMS OF THE ISSUE
This Section applies to all Investors. ASBA Investors should note that the ASBA process involves procedures
that may be different from that applicable to other Investors and should carefully read the provisions
applicable to such Applications, in the Letter of Offer, the Abridged Letter of Offer, the Application Form
and the Rights Entitlement Letter, before submitting an Application Form. Our Company and the Lead
Manager are not liable for any amendments, modifications or changes in applicable law which may occur
after the date of the Letter of Offer. Investors who are eligible to apply under the ASBA process are advised
to make their independent investigations and to ensure that the Application Form and the Rights
Entitlement Letter is correctly filled up.
Please note that in accordance with the provisions of the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13
dated January 22, 2020 (“SEBI – Rights Issue Circular”), all investors (including renouncees) shall make an
application for a rights issue only through ASBA facility. However, in view of the COVID-19 pandemic and
the lockdown measures undertaken by Central and State Governments, relaxation from the strict
enforcement of the SEBI – Rights Issue Circular has been provided by SEBI, vide its Circular
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 06, 2020, Circular SEBI/HO/CFD/DIL1/CIR/P/2020/136
dated July 24, 2020, Circular SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, 2021 Circular
SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April 22, 2021 and SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/633 dated October 01, 2021.
The Rights Equity Shares proposed to be issued on a rights basis, are subject to the terms and conditions
contained in this Letter of Offer, the Abridged Letter of Offer, including the Application Form and the Rights
Entitlement Letter, the MOA and AOA of our Company, the provisions of the Companies Act, the terms and
conditions as may be incorporated in the FEMA, applicable guidelines and regulations issued by SEBI or
other statutory authorities and bodies from time to time, the SEBI Listing Regulations, terms and conditions
as stipulated in the allotment advice or security certificate and rules as may be applicable and introduced
from time to time.
OVERVIEW
The Issue and the Rights Equity Shares proposed to be issued on a rights basis, are subject to the terms
and conditions contained in this Letter of Offer, the Abridged Letter of Offer, the Application Form and
the Rights Entitlement Letter, the Memorandum of Association and the Articles of Association, the
provisions of Companies Act, FEMA, the SEBI ICDR Regulations, the SEBI Listing Regulations and the
guidelines, notifications and regulations issued by SEBI, the Government of India and other statutory and
regulatory authorities from time to time, approvals, if any, from the SEBI, the RBI or other regulatory
authorities, the terms of Listing Agreements entered into by our Company with the Stock Exchanges and
terms and conditions as stipulated in the Allotment Advice.
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Important:
1) Dispatch and availability of Issue materials:
In accordance with the SEBI ICDR Regulations, SEBI circulars SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May
6, 2020, Circular SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020, Circular
SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, 2021, Circular SEBI/HO/CFD/DIL2/CIR/P/2021/552
dated April 22, 2021and the MCA Circular, our Company will send the Abridged Letter of Offer, the Rights
Entitlement Letter, Application Form and other issue material, through email to the email addresses and
physical delivery through speed post to all the Eligible Equity Shareholders who have provided their Indian
addresses to our Company. This Letter of Offer will be provided, only through email and speed post, by
the Registrar on behalf of our Company to the Eligible Equity Shareholders who have provided their Indian
addresses to our Company. Investors can also access the Letter of Offer, the Abridged Letter of Offer and
the Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe for the Rights
Equity Shares under applicable securities laws) on the websites of:
Our Company at www.quintdigitalmedia.com

b) the Registrar to the Issue at www.skylinerta.com
c) the Lead Manager at www.choiceindia.com; and
d) the Stock Exchange at www.bseindia.com.
Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website
of the Registrar at (i.e., www.skylinerta.com) by entering their DP ID and Client ID or Folio Number (in
case of Eligible Equity Shareholders holding Equity Shares in physical form). The link for the same shall
also be available on the website of our Company (i.e., www.quintdigitalmedia.com).
Further, our Company along with the Lead Manager will undertake all adequate steps to reach out to the
Eligible Equity Shareholders by other means if feasible in the current COVID-19 situation. However, our
Company, Lead Manager and the Registrar will not be liable for non-dispatch of physical copies of Issue
materials, including the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the
Application Form. Resident Eligible Shareholders, who are holding Equity Shares in physical form as on the
Record Date, can obtain details of their respective Rights Entitlements from the website of the Registrar
by entering their Folio Number.
a. Facilities for Application in this Issue:
In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI circular, bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, bearing reference number
SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated April 21, 2020, SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, SEBI circular bearing reference number
SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020, SEBI circular bearing reference number
SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, 2021 and SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2021/552 dated April 22, 2021 (Collectively hereafter referred to as “SEBI
Rights Issue Circulars”) and SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009,
SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011, the SEBI circular, bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020(Collectively hereafter referred to as “ASBA
Circulars”), all Investors desiring to make an Application in this Issue are mandatorily required to use the
ASBA process. Kindly note that Non-Resident Investors can apply only through ASBA. Investors should
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carefully read the provisions applicable to such Applications before making their Application through
ASBA. For details, see “Procedure for Application through the ASBA Process” on page 276 of this Letter of
Offer.
b. Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders:
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular,
the credit of Rights Entitlements and Allotment of Rights Equity Shares shall be made in dematerialized
form only. Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the
demat accounts of the Resident Eligible Equity Shareholders holding the Equity Shares in dematerialised
form; and (ii) a demat suspense escrow account (namely, “Quint Digital Media Limited – Suspense Escrow
Demat Account”) opened by our Company, for the Resident Eligible Equity Shareholders which would
comprise Rights Entitlements relating to (a) Equity Shares held in a demat suspense account pursuant to
Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account of IEPF authority; or
(c) the demat accounts of the Resident Eligible Equity Shareholder which are frozen or details of which
are unavailable with our Company or with the Registrar on the Record Date; or (d) credit of the Rights
Entitlements returned/reversed/failed; or (e) the ownership of the Equity Shares currently under dispute,
including any court proceedings.
Resident Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date i.e.
Thursday, December 22, 2022 are requested to provide relevant details (such as copies of self-attested
PAN and details of address proof by way of uploading on Registrar website the records confirming the
legal and beneficial ownership of their respective Equity Shares) not later than two Working Days prior to
the Issue Closing Date i.e. Tuesday, January 24, 2023 in order to be eligible to apply for this Issue. Such
Resident Eligible Equity Shareholders are also requested to ensure that their demat account, details of
which have been provided to the Company or the Registrar account is active to facilitate the
aforementioned transfer.
In accordance with the SEBI Rights Issue Circulars, the Resident Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date and who have not furnished the details of their demat
account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date i.e.
Tuesday, January 24, 2023, shall not be eligible to make an Application for Rights Equity Shares against
their Rights Entitlements with respect to the equity shares held in physical form.
c. Application by Resident Eligible Equity Shareholders holding Equity Shares in physical form:
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights
Issue Circulars, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in
dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form
as on Record Date and desirous of subscribing to Equity Shares in this Issue are advised to furnish the
details of their demat account to the Registrar or our Company at least two Working Days prior to the
Issue Closing Date, to enable the credit of their Rights Entitlements in their respective demat accounts at
least one day before the Issue Closing Date.
Such resident Eligible Equity Shareholders must check the procedure for Application by and credit of
Rights Equity Shares in “Procedure for Application by Resident Eligible Equity Shareholders holding Equity
Shares in physical form” on page 284 of this Letter of Offer.
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d. Application for Additional Equity Shares
Investors are eligible to apply for additional Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Equity Shares under applicable law and they have applied for
all the Equity Shares forming part of their Rights Entitlements without renouncing them in whole or in
part. Where the number of additional Equity Shares applied for exceeds the number available for
Allotment, the Allotment would be made as per the Basis of Allotment finalised in consultation with the
Designated Stock Exchange. Applications for additional Equity Shares shall be considered and Allotment
shall be made in accordance with the SEBI ICDR Regulations and in the manner as set out in “Basis of
Allotment” on page 293 of this Letter of Offer.
Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Equity
Shares. Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for additional
Equity Shares.
e. Investors to kindly note that after purchasing the Rights Entitlements through On Market Renunciation
/ Off Market Renunciation, an Application has to be made for subscribing to the Rights Equity Shares.
If no such Application is made by the renouncee on or before Issue Closing Date, then such Rights
Entitlements will get lapsed and shall be extinguished after the Issue Closing Date and no Rights Equity
Shares for such lapsed Rights Entitlements will be credited. No share / other securities for such lapsed
Rights Entitlements will be credited even if such Rights Entitlements were purchased from the market
and the purchaser will lose the premium paid to acquire the Rights Entitlements. For procedure of
Application by shareholders who have purchased the Right Entitlement through On Market
Renunciation / Off Market Renunciation, please refer to the heading titled “Procedure for Application
through the ASBA process”” on page 276 of this Letter of Offer.
f. Other important links and helpline:
The Investors can visit following links for the below-mentioned purposes:
a) Frequently asked questions and online/ electronic dedicated investor helpdesk for guidance on the
Application process and resolution of difficulties faced by the Investors: at www.skylinerta.com
b) Updation of Indian address/ email address/ mobile number in the records maintained by the
Registrar or our Company: at www.skylinerta.com
c) Updation of demat account details by resident Eligible Equity Shareholders holding shares in
physical form: at www.skylinerta.com
Renouncees
All rights or obligations of the Eligible Equity Shareholders in relation to Applications and refunds relating
to the Issue shall, unless otherwise specified, apply to the Renouncee(s) as well.
Authority for the Issue
The Board of Directors in its meeting dated February 7, 2022, have authorised this Issue under Section
62(1) (c) of the Companies Act, 2013.
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The Board of Directors in their meeting held on December 07, 2022 have determined the Issue Price at ₹
50/- per Equity Share and the Rights Entitlement as 42 (Forty-Two) Rights Equity Share(s) for every 37
(Thirty-Seven) fully paid-up Equity Share(s) held on the Record Date. The Issue Price has been arrived at
in consultation with the Lead Manager.
Our Company has received in-principle approvals from BSE in accordance with Regulation 28 of the SEBI
Listing Regulations for listing of the Rights Equity Shares to be Allotted in the Issue pursuant to letter dated
August 11, 2022
Basis for the Issue
The Rights Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders
whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of
the Equity Shares held dematerialized form and on the register of members of our Company in respect of
the Equity Shares held in physical form at the close of business hours on the Record Date, decided in
consultation with the Designated Stock Exchange, but excludes persons not eligible under the applicable
laws, rules, regulations and guidelines.
Rights Entitlement (“REs”) (Rights Equity Shares)
Eligible Equity Shareholders whose names appear as a beneficial owner in respect of the Equity Shares
held in dematerialized form or appear in the register of members as an Equity Shareholder of our
Company in respect of the Equity Shares held in physical form as on the Record Date, i.e., Thursday,
Deember 22, 2022, are entitled to the number of Rights Equity Shares as set out in the Application Form.
Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the
website of the Registrar to the Issue (www.skylinerta.com) by entering their DP ID and Client ID or Folio
Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form). The link for the
same shall also be available on the website of our Company (www.quintdigitalmedia.com).
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders
before the Issue Opening Date only in dematerialised form. If the Eligible Equity Shareholders holding
Equity Shares in physical form as on Record Date, have not provided the details of their demat accounts
to our Company or to the Registrar, shall not be eligible to make an Application for Rights Equity Shares
against their Rights Entitlements with respect to the equity shares held in physical form. Such Eligible
Equity Shareholders can make an Application only after the Rights Entitlements is credited to their
respective demat accounts, except in case of resident Eligible Equity Shareholders holding Equity Shares
in physical form as on Record Date.
Our Company is undertaking this Issue on a rights basis to the Eligible Equity Shareholders and will send
the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form to the email
addresses as well as to the physical addresses of Eligible Equity Shareholders who have provided an Indian
address to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity
Shares is permitted under laws of such jurisdictions.
The Letter of Offer will be provided, through email and speed post, by the Registrar on behalf of our
Company to the Eligible Equity Shareholders who have provided their Indian addresses to our Company
or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under
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laws of such jurisdictions and in each case who make a request in this regard. The Letter of Offer, the
Abridged Letter of Offer and the Application Form may also be accessed on the websites of the Registrar,
our Company and the Lead Manager through a link contained in the aforementioned email sent to email
addresses of Eligible Equity Shareholders (provided that the Eligible Equity Shareholder is eligible to
subscribe for the Rights Equity Shares under applicable securities laws) and on the Stock Exchanges’
websites. The distribution of the Letter of Offer, Abridged Letter of Offer, the Rights Entitlement Letter
and the issue of Rights Equity Shares on a rights basis to persons in certain jurisdictions outside India is
restricted by legal requirements prevailing in those jurisdictions. No action has been, or will be, taken to
permit this Issue in any jurisdiction where action would be required for that purpose, except that the
Letter of Offer will be filed with SEBI and the Stock Exchange. Accordingly, the Rights Entitlements and
Rights Equity Shares may not be offered or sold, directly or indirectly, and the Letter of Offer, the Abridged
Letter of Offer, the Rights Entitlement Letter, the Application Form or any Issue related materials or
advertisements in connection with this Issue may not be distributed, in any jurisdiction, except in
accordance with legal requirements applicable in such jurisdiction. Receipt of the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form (including by way of
electronic means) will not constitute an offer in those jurisdictions in which it would be illegal to make
such an offer and, in those circumstances, the Letter of Offer, the Abridged Letter of Offer, the Rights
Entitlement Letter or the Application Form must be treated as sent for information only and should not
be acted upon for making an Application and should not be copied or re-distributed. Accordingly, persons
receiving a copy of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the
Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights
Entitlements, distribute or send the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form in or into any jurisdiction where to do so, would, or might, contravene local
securities laws or regulations. If the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement
Letter or the Application Form is received by any person in any such jurisdiction, or by their agent or
nominee, they must not seek to make an Application or acquire the Rights Entitlements referred to in the
Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or the Application Form. Any
person who acquires Rights Entitlements or makes and Application will be deemed to have declared,
warranted and agreed, by accepting the delivery of the Letter of Offer, the Abridged Letter of Offer, the
Rights Entitlement Letter and the Application Form, that it is entitled to subscribe for the Rights Equity
Shares under the laws of any jurisdiction which apply to such person.
Further, our Company along with the Lead Manager will undertake all adequate steps to reach out the
Application Form.
PRINCIPAL TERMS OF THE RIGHTS EQUITY SHARES ISSUED UNDER THIS ISSUE
Face Value
Each Rights Equity Share will have the face value of ₹10.
Issue Price
Each Rights Equity Share is being offered at a price of ₹ 50/- per Rights Equity Share (including a premium
of ₹ 40/- per Rights Equity Share) in the Issue. The Issue Price has been arrived at by our Company in
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consultation with the Lead Manager prior to the determination of the Record Date.
The Rights Equity Shares issued in this Issue will be fully paid-up. The Issue Price and other relevant
conditions are in accordance with Regulation 10(4) of the SEBI Takeover Regulations.
The Board at its meeting held on December 07, 2022 has determined the Issue Price, in consultation with
the Lead Manager.
Rights Entitlement Ratio
The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio
of 42 (Forty- Two) Rights Equity Share(s) for every 37 (Thirty-Seven) Equity Share(s) held on the Record
Date.
Rights of instrument holder
Each Rights Equity Share shall rank pari-passu with the existing Equity Shares of the Company.
Terms of Payment
100% of the Issue Price i.e ₹ 50/- per Rights Equity Share shall be payable at the time of Application.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of
42 (Forty-Two) Rights Equity Share(s) for every 37 (Thirty-Seven) Equity Share(s) held on the Record Date.
For Rights Equity Shares being offered on a rights basis under the Issue, if the shareholding of any of the
Eligible Equity Shareholders is less than 37 (Thirty-Seven) Equity Share(s) or not in the multiple of 37
(Thirty-Seven) the fractional entitlement of such Eligible Equity Shareholders shall be ignored in the
computation of the Rights Entitlement. However, the Eligible Equity Shareholders whose fractional
entitlements are being ignored as above will be given preferential consideration for the Allotment of one
Additional Rights Equity Share each if they apply for Additional Rights Equity Shares over and above their
Rights Entitlement.
For example, if an Eligible Equity Shareholder holds 37 (Thirty-Seven) Equity Shares, such Shareholder will
be entitled to 42 (Forty-Two) Rights Equity Shares on a rights basis and will also be given a preferential
consideration for the Allotment of one Additional Rights Equity Share if the Shareholder has applied for
additional Rights Equity Shares.
Also, those Equity Shareholders holding less than 37 (Thirty-Seven) Equity Shares and therefore entitled
to ‘Zero’ Rights Equity Share under this Issue shall be dispatched an Application Form with ‘Zero’
entitlement. Such Eligible Equity Shareholders are entitled to apply for Additional Rights Equity Shares
and would be given preference in the Allotment of 1 (One) Additional Rights Equity Share, if such Equity
Shareholders have applied for the Additional Rights Equity Shares. However, they cannot renounce the
same to third parties. Application Forms with zero entitlement will be non-negotiable/non-
renounceable.
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Ranking
The Rights Equity Shares to be issued and allotted pursuant to the Issue shall be subject to the provisions
of the Memorandum of Association and the Articles of Association. The Rights Equity Shares to be issued
and Allotted pursuant to the Issue shall rank pari-passu with the existing Equity Shares of our Company,
in all respects including dividends.
Mode of payment of dividend
In the event of declaration of dividend, our Company shall pay dividend to the Eligible Equity Shareholders
as per the provisions of the Companies Act and the provisions of the Articles of Association.
Listing and trading of the Rights Equity Shares to be issued pursuant to the Issue
As per the SEBI – Rights Issue Circular, the Rights Entitlements with a separate ISIN would be credited to
the demat account of the respective Eligible Equity Shareholders before the issue opening date. On the
Issue Closing date, the depositories will suspend the ISIN of REs for transfer and once the allotment is
done post the basis of allotment approved by the designated stock exchange, the separate ISIN no
INE641R20017 for REs so obtained will be permanently deactivated from the depository system.
The existing Equity Shares of our Company are listed and traded under the ISIN: INE641R01017 (BSE Scrip
Code: 539515) on the BSE. Investors shall be able to trade their Rights Entitlements either through On
Market Renunciation or through Off Market Renunciation. The trades through On Market Renunciation
and Off Market Renunciation will be settled by transferring the Rights Entitlements through the
depository mechanism.
The Rights Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading
on the BSE subject to necessary approvals. Our Company has received in-principle approval from the BSE
through letter no. dated DCS/RIGHT/MJ/FIP/2479/2022-23 dated August 11, 2022. All steps for
completion of necessary formalities for listing and commencement of trading in the equity shares will be
taken within 7 working days from the finalisation of the Basis of Allotment. Our Company will apply to the
BSE for final approval for the listing and trading of the Rights Equity Shares subsequent to their Allotment.
No assurance can be given regarding the active or sustained trading in the Rights Equity Shares or the
price at which the Rights Equity Shares offered under the Issue will trade after the listing thereof.
Upon receipt of such listing and trading approval, the Rights Equity Shares proposed to be issued pursuant
to the Issue shall be debited from such temporary ISIN and credited in the existing ISIN and thereafter be
available for trading under the existing ISIN as fully paid-up Equity Shares of our Company. The temporary
ISIN shall be kept blocked till the receipt of final listing and trading approval from the Stock Exchange.
The Rights Equity Shares allotted pursuant to the Issue will be listed as soon as practicable and all steps
for completion of the necessary formalities for listing and commencement of trading of the Rights Equity
Shares shall be taken within the specified time.
If permissions to list, deal in and for an official quotation of the Rights Equity Shares are not granted by
BSE, our Company will forthwith repay, without interest, all moneys received from the Applicants in
pursuance of the Letter of Offer. If such money is not repaid beyond eight days after our Company
becomes liable to repay it, then our Company and every Director who is an officer in default shall, on and
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from such expiry of eight days, be liable to repay the money, with interest as applicable.
For details of trading and listing of Rights Equity Shares, please refer to the heading “Terms of Payment”
at page 270 of this Letter of Offer.
Subscription to the Issue by our Promoters and Promoter Group
For details of the intent and extent of the subscription by our Promoters and Promoter Group, see “Capital
Structure – Intention and extent of participation by our Promoters and Promoter Group in the Issue” on
page 59 of this Letter of Offer.
Compliance with SEBI (ICDR) Regulations
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations. Our Company shall
comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of holders of Equity Shares
Subject to applicable laws, the Equity Shareholders shall have the following rights:
• The right to receive dividend, if declared;

• The right to vote in person, or by proxy;
• The right to receive offers for rights shares and be allotted bonus shares, if announced;
• The right to receive surplus on liquidation;
• The right of free transferability of Equity Shares;
• The right to attend general meetings and exercise voting powers in accordance with law, unless
prohibited by law; and
• Such other rights as may be available to a shareholder of a listed public company under the Companies
Act, the Memorandum of Association and the Articles of Association
General terms of the Issue
Market Lot
The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Equity
Shares in dematerialized mode is One (1) Equity Share.
Joint Holders
Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to
hold such Equity Share as the joint holders with the benefit of survivorship subject to the provisions
contained in the Articles of Association. Application Forms would be required to be signed by all the joint
holders to be considered valid.
Nomination
Nomination facility is available in respect of the Rights Equity Shares in accordance with the provisions of
the Section 72 of the Companies Act read with Rule 19 of the Companies (Share Capital and Debenture)
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Rules, 2014. An Investor can nominate any person by filling the relevant details in the Application Form in
the space provided for this purpose.
Since the Allotment of Rights Equity Shares is in dematerialized form only, there is no need to make a
separate nomination for the Rights Equity Shares to be allotted in the Issue. Nominations registered
with respective Depository Participant of the Investor would prevail. Any Investor desirous of changing
the existing nomination is requested to inform its respective Depository Participant.
Arrangements for Disposal of Odd Lots
Our Equity Shares are traded in dematerialized form only and therefore the marketable lot is one Equity
Share and hence, no arrangements for disposal of odd lots are required.
New Financial Instruments
There are no new financial instruments like deep discount bonds, debentures with warrants, secured
premium notes etc. issued by our Company.
Restrictions on transfer and transmission of shares and on their consolidation/splitting
There are no restrictions on transfer and transmission and on their consolidation/splitting of shares issued
pursuant to this Issue.
However, the Investors should note that pursuant to provisions of the SEBI Listing Regulations, with effect
from April 1, 2019, except in case of transmission or transposition of securities, the request for transfer
of securities shall not be effected unless the securities are held in the dematerialized form with a
depository.
Notices
In accordance with the SEBI ICDR Regulations, SEBI Rights Issue Circulars and MCA General Circular No.
21/2020, our Company will send, through email and speed post, the Abridged Letter of Offer, the Rights
Entitlement Letter, Application Form and other issue material to the email addresses of all the Eligible
Equity Shareholders who have provided their Indian addresses to our Company or who are located in
jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such
jurisdictions. The Letter of Offer will be provided, through email and speed post, by the Registrar on behalf
of our Company to the Eligible Equity Shareholders who have provided their Indian addresses to our
Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is
permitted under laws of such jurisdictions and in each case who make a request in this regard.
Further, our Company along with the Lead Manager will undertake all adequate steps to dispatch the
physical copies of the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form, if
feasible in the current COVID-19 situation. However, our Company, Lead Manager and the Registrar will
not be liable for non-dispatch of physical copies of Issue materials, including the Letter of Offer, the
Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form.
All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in
one English language national daily newspaper with wide circulation, one Hindi language national daily
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newspaper with wide circulation at the place where our Registered Office is situated.
In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020 and SEBI circular
SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020, SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2021/13
dated January 19, 2021 and SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2021/552
dated April 22, 2021, our Company will make use of advertisements in television channels, radio, internet
etc., including in the form of crawlers/ tickers, to disseminate information relating to the Application
process in India. The Letter of Offer, the Abridged Letter of Offer and the Application Form shall also be
submitted with the Stock Exchanges for making the same available on their websites.
PROCEDURE FOR APPLICATION
How to Apply
In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use either
the ASBA process or the optional mechanism instituted. Investors should carefully read the provisions
applicable to such Applications before making their Application through ASBA. Further, the resident
Eligible Equity Shareholders holding Equity Shares in physical form as on the Record Date can apply for
this Issue through ASBA facility. For details of procedure for application by the resident Eligible Equity
Shareholders holding Equity Shares in physical form as on the Record Date, see “Procedure for Application
by Resident Eligible Equity Shareholders holding Equity Shares in physical form” on page 284 of this Letter
of Offer.
Our Company, its directors, its employees, affiliates, associates and their respective directors and officers,
the Lead Manager, and the Registrar shall not take any responsibility for acts, mistakes, errors, omissions
and commissions etc. in relation to Applications accepted by SCSBs, Applications uploaded by SCSBs,
Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking
funds in the ASBA Accounts.
Application Form
The Application Form for the Rights Equity Shares offered as part of this Issue would be sent to email
address of the Eligible Equity Shareholders who have provided an Indian address to our Company or who
are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of
such jurisdictions.
The Application Form along with the Abridged Letter of Offer and the Rights Entitlement Letter shall be
sent through email and speed post at least three days before the Issue Opening Date. In case of non-
resident Eligible Equity Shareholders, the Application Form along with the Abridged Letter of Offer and
the Rights Entitlement Letter shall be sent through email to the email address if they have provided an
Indian address to our Company or who are located in jurisdictions where the offer and sale of the Rights
Equity Shares is permitted under laws of such jurisdictions.
Further, our Company along with the Lead Manager will undertake all adequate steps to reach out the
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Application Form.
Please note that neither our Company nor the Registrar nor the Lead Manager shall be responsible for
delay in the receipt of the Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter or
the Application Form attributable to non-availability of the email addresses of Eligible Equity Shareholders
or electronic transmission delays or failures, or if the Application Forms or the Rights Entitlement Letters
are delayed or misplaced in the transit.
Investors can access the Letter of Offer, the Abridged Letter of Offer and the Application Form (provided
that the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares under applicable
securities laws) on the websites of:
a) Our Company at www.quintdigitalmedia.com.

b) the Registrar to the Issue at www.skylinerta.com
c) the Lead Manager at www.choiceindia.com ; and
d) the Stock Exchange at www.bseindia.com.
The Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the
website of the Registrar (i.e., www.skylinerta.com) by entering their DP ID and Client ID or Folio Number
(in case of resident Eligible Equity Shareholders holding Equity Shares in physical form). The link for the
same shall also be available on the website of our Company (i.e., www.quintdigitalmedia.com). The
Application Form can be used by the Investors, Eligible Equity Shareholders as well as the Renouncees, to
make Applications in this Issue basis the Rights Entitlements credited in their respective demat accounts
or demat suspense escrow account, as applicable. Please note that one single Application Form shall be
used by the Investors to make Applications for all Rights Entitlements available in a particular demat
account. Further, in accordance with the SEBI Rights Issue Circulars, the resident Eligible Equity
Shareholders, who hold Equity Shares in physical form as on Record Date can apply through this Issue by
first furnishing the details of their demat account along with their self-attested PAN and details of address
proof by way of uploading on Registrar website the records confirming the legal and beneficial ownership
of their respective Equity Shares at least two Working Days prior to the Issue Closing Date i.e. Tuesday,
Januaru 24, 2023 after which they can apply through ASBA facility.
In case of Investors who have provided details of demat account in accordance with the SEBI ICDR
Regulations, such Investors will have to apply for the Rights Equity Shares from the same demat account
in which they are holding the Rights Entitlements and in case of multiple demat accounts, the Investors
are required to submit a separate Application Form for each demat account. Investors may accept this
Issue and apply for the Rights Equity Shares (i) submitting the Application Form to the Designated Branch
of the SCSB or online/electronic Application through the website of the SCSBs (if made available by such
SCSB) for authorising such SCSB to block Application Money payable on the Application in their respective
ASBA Accounts. Prior to making an Application, such Investors should enable the internet banking or UPI
facility of their respective bank accounts and such Investors should ensure that the respective bank
accounts have sufficient funds. Please note that Applications made with payment using third party bank
accounts are liable to be rejected.
Investors are also advised to ensure that the Application Form is correctly filled up stating therein, (i) the
ASBA Account (in case of Application through ASBA process) in which an amount equivalent to the amount
payable on Application as stated in the Application Form will be blocked by the SCSB.
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Please note that Applications without depository account details shall be treated as incomplete and shall
be rejected. Applicants should note that they should very carefully fill-in their depository account details
and PAN number in the Application Form or while submitting application through online/electronic
Application through the website of the SCSBs (if made available by such SCSB). Incorrect depository
account details or PAN number could lead to rejection of the Application. For details see “Grounds for
Technical Rejection” on page 291 of this Letter of Offer. Our Company, the Registrar and the SCSB shall
not be liable for any incorrect demat details provided by the Applicants.
Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the
offer to participate in this Issue by making plain paper Applications. Please note that Eligible Equity
Shareholders making an application in this Issue by way of plain paper applications shall not be permitted
to renounce any portion of their Rights Entitlements. For details, see “Application on Plain Paper under
ASBA process” on page 279 of this Letter of Offer.
Options available to the Eligible Equity Shareholders
Details of each Eligible Equity Shareholders RE will be sent to the Eligible Equity shareholder separately
along with the Application Form and would also be available on the website of the Registrar to the Issue
at www.skylinerta.com and link of the same would also be available on the website of our Company at
(www.quintdigitalmedia.com). Respective Eligible Equity Shareholder can check their entitlement by
keying their requisite details therein.
The Eligible Equity Shareholders will have the option to:
• Apply for his Rights Entitlement in full;

• Apply for his Rights Entitlement in part (without renouncing the other part);
• Apply for his Rights Entitlement in full and apply for additional Rights Equity Shares;
• Apply for his Rights Entitlement in part and renounce the other part of the Rights Equity Shares; and
• Renounce his Rights Entitlement in full.
In accordance with the SEBI Rights Issue Circulars, the resident Eligible Equity Shareholders, who hold
Equity Shares in physical form as on Record Date and who have not furnished the details of their demat
account to the Registrar or our Company at least two Working Days prior to the Issue Closing Date i.e.
Tuesday, January 24, 2023, desirous of subscribing to Rights Equity Shares may also apply in this Issue
during the Issue Period through ASBA mode. Such resident Eligible Equity Shareholders must check the
procedure for Application in “Procedure for Application by Resident Eligible Equity Shareholders holding
Equity Shares in physical form” on page 284 of this Letter of Offer.
Procedure for Application through the ASBA process
Investors desiring to make an Application in this Issue through ASBA process, may submit the Application
Form to the Designated Branch of the SCSB or online/electronic Application through the website of the
SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money payable on
the Application in their respective ASBA Accounts.
Investors should ensure that they have correctly submitted the Application Form, or have otherwise
provided an authorisation to the SCSB, via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Application Money mentioned in the Application Form, as the case may be, at the time
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of submission of the Application.
Self-Certified Syndicate Banks
For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer
to https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For
details on Designated Branches of SCSBs collecting the Application Form, please refer the above-
mentioned link. Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, ASBA Applications
may be submitted at the Designated Branches of the SCSBs, in case of Applications made through ASBA
facility.
Acceptance of this Issue
Investors may accept this Issue and apply for the Rights Equity Shares (i) submitting the Application Form
to the Designated Branch of the SCSB or online/electronic Application through the website of the SCSBs
(if made available by such SCSB) for authorising such SCSB to block Application Money payable on the
Application in their respective ASBA Accounts. Please note that on the Issue Closing Date, (i) Applications
through ASBA process will be uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as
permitted by the Stock Exchange.
Applications submitted to anyone other than the Designated Branches of the SCSB are liable to be
rejected.
Investors can also make Application on plain paper under ASBA process mentioning all necessary details
as mentioned under the section “Application on Plain Paper under ASBA process” on page 279 of this
Letter of Offer.
Additional Rights Equity Shares
Investors are eligible to apply for additional Rights Equity Shares over and above their Rights Entitlements,
provided that they are eligible to apply for Rights Equity Shares under applicable law and they have applied
for all the Rights Equity Shares forming part of their Rights Entitlements without renouncing them in whole
or in part. Applications for additional Rights Equity Shares shall be considered and allotment shall be made
at the sole discretion of the Board, subject to applicable sectoral caps, and in consultation, if necessary,
with the Designated Stock Exchange and in the manner prescribed under the section titled “Terms of the
Issue” on page 264 of this Letter of Offer. Applications for additional Rights Equity Shares shall be
considered and Allotment shall be made in accordance with the SEBI ICDR Regulations and in the manner
prescribed under the section “Basis of Allotment” on page 293 of this Letter of Offer.
Eligible Equity Shareholders who renounce their Rights Entitlements cannot apply for additional Rights
Equity Shares.
Applications by Overseas Corporate Bodies
By virtue of the Circular No. 14 dated September 16, 2003, issued by the RBI, OCBs, have been
derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange
Management (Withdrawal of General Permission to OCBs) Regulations, 2003.
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Accordingly, the existing Eligible Equity Shareholders of our Company who do not wish to subscribe to the
Rights Equity Shares being offered but wish to renounce the same in favour of Renouncee shall not be
able to renounce the same (whether for consideration or otherwise), in favour of OCB(s). The RBI has
however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003, that OCBs which
are incorporated and are not and were not at any time subject to any adverse notice from the RBI, are
permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation
5(1) of RBI Notification No.20/2000-RB dated May 3, 2000, under the foreign direct investment scheme
with the prior approval of Government of India if the investment is through the government approval
route and with the prior approval of RBI if the investment is through automatic route on case by case
basis. Eligible Equity Shareholders renouncing their rights in favour of such OCBs may do so provided such
Renouncee obtains a prior approval from the RBI. On submission of such RBI approval to our Company at
our Registered Office, the OCB shall receive the Abridged Letter of Offer and the Application Form.
Procedure for Renunciation of Rights Entitlements
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts, either
in full or in part (a) by using the secondary market platform of the Stock Exchange; or (b) through an off -
market transfer, during the Renunciation Period. The Investors should have the demat Rights Entitlements
credited/lying in his/her own demat account prior to the renunciation.
In accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the
resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date shall be
required to provide their demat account details to our Company or the Registrar to the Issue for credit of
REs not later than two working days prior to issue closing date, such that credit of REs in their demat
account takes place at least one day before issue closing date, thereby enabling them to renounce their
Rights Entitlements through Off Market Renunciation.
Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading
in the Rights Entitlements. Investors who intend to trade in the Rights Entitlements should consult their
tax advisor or stock broker regarding any cost, applicable taxes, charges and expenses (including
brokerage) that may be levied for trading in Rights Entitlements. The Lead Manager and our Company
accept no responsibility to bear or pay any cost, applicable taxes, charges and expenses (including
brokerage), and such costs will be incurred solely by the Investors.
(a) On Market Renunciation
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts by
trading/selling them on the secondary market platform of the Stock Exchanges through a registered stock
broker in the same manner as the existing Equity Shares of our Company.
In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Rights Issue Circulars, the
Rights Entitlements credited to the respective demat accounts of the Eligible Equity Shareholders shall be
admitted for trading on the Stock Exchange under ISIN INE641R20017 subject to requisite approvals. The
details for trading in Rights Entitlements will be as specified by the Stock Exchanges from time to time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights
Entitlements is 1 (one) Rights Entitlements.
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The On Market Renunciation shall take place only during the Renunciation Period for On Market
Renunciation, i.e., Monday, January 09, 2023 to Friday, January 13, 2023 (both days inclusive). The
Investors holding the Rights Entitlements who desire to sell their Rights Entitlements will have to do so
through their registered stock brokers by quoting the ISIN INE641R20017 and indicating the details of the
Rights Entitlements they intend to sell. The Investors can place order for sale of Rights Entitlements only
to the extent of Rights Entitlements available in their demat account.
The On Market Renunciation shall take place electronically on secondary market platform of BSE Limited
under automatic order matching mechanism and on ‘T+2 rolling settlement basis’, where ‘T’ refers to the
date of trading. The transactions will be settled on trade-for-trade basis. Upon execution of the order, the
stock broker will issue a contract note in accordance with the requirements of the Stock Exchanges and
the SEBI.
(b) Off Market Renunciation
The Investors may renounce the Rights Entitlements, credited to their respective demat accounts by way
of an off-market transfer through a depository participant. The Rights Entitlements can be transferred in
dematerialised form only. Eligible Equity Shareholders are requested to ensure that renunciation through
off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat
account of the Renouncees on or prior to the Issue Closing Date.
The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to
do so through their depository participant by issuing a delivery instruction slip quoting the ISIN
INE641R20017, the details of the buyer and the details of the Rights Entitlements they intend to transfer.
The buyer of the Rights Entitlements (unless already having given a standing receipt instruction) has to
issue a receipt instruction slip to their depository participant. The Investors can transfer Rights
Entitlements only to the extent of Rights Entitlements available in their demat account.
The instructions for transfer of Rights Entitlements can be issued during the working hours of the
depository participants. The detailed rules for transfer of Rights Entitlements through off-market transfer
shall be as specified by the NSDL and CDSL from time to time.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall
be subject to provisions of FEMA Rules and other circular, directions, or guidelines issued by RBI or the
Ministry of Finance from time to time. However, the facility of renunciation shall not be available to or
operate in favour of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in
compliance with the FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry
of Finance from time to time.
Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on
or before the Issue Closing Date shall lapse and shall be extinguished after the Issue Closing Date.
Applications on Plain Paper under ASBA process
An Eligible Equity Shareholder who is eligible to apply under the ASBA process may make an Application
to subscribe to this Issue on plain paper. An Eligible Equity Shareholder shall submit the plain paper
Application to the Designated Branch of the SCSB for authorising such SCSB to block Application Money
in the said bank account maintained with the same SCSB. Applications on plain paper will not be accepted
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from any address outside India.
Alternatively, Eligible Equity Shareholders may also use the Application Form available online on the
websites of our Company, the Registrar to the Issue, the Stock Exchanges or the Lead Manager to provide
requisite details.
Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall not
be entitled to renounce their Rights Entitlements and should not utilize the Application Form for any
purpose including renunciation even if it is received subsequently.
The application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in
the same order and as per specimen recorded with his bank, must reach the office of the Designated
Branch of the SCSB before the Issue Closing Date and should contain the following particulars:
• Name of our Issuer, being Quint Digital Media Limited;

• Name and address of the Eligible Equity Shareholder including joint holders (in the same order and as
per specimen recorded with our Company or the Depository);
• Registered Folio Number/ DP and Client ID No.;
• Number of Equity Shares held as on Record Date;
• Allotment option preferred - only Demat form;
• Number of Rights Equity Shares entitled to;
• Number of Rights Equity Shares applied for;
• Number of Additional Rights Equity Shares applied for, if any;
• Total number of Rights Equity Shares applied for within the Right Entitlements;
• Total amount paid at the rate of ₹ 50/- per Rights Equity Share;
• Details of the ASBA Account such as the account number, name, address and branch of the relevant
SCSB;
• In case of NR Eligible Equity Shareholders making an application with an Indian address, details of the
NRE/FCNR/NRO Account such as the account number, name, address and branch of the SCSB with
which the account is maintained;
• Except for Applications on behalf of the Central or State Government, the residents of Sikkim and
officials appointed by the courts, PAN of the Eligible Equity Shareholder and for each Eligible Equity
Shareholder in case of joint names, irrespective of the total value of the Rights Equity Shares applied
for pursuant to the Issue. Documentary evidence for exemption to be provided by the applicants;
• Authorisation to the Designated Branch of the SCSB to block an amount equivalent to the Application
Money in the ASBA Account;
• Signature of the Eligible Equity Shareholder (in case of joint holders, to appear in the same sequence
and order as they appear in the records of the SCSB);
• Additionally, all such Applicants are deemed to have accepted the following:
“I/We understand that neither the Rights Entitlement nor the Rights Equity Shares have been, and will be,
registered under the United States Securities Act of 1933, as amended (“US Securities Act”) or any United
States state securities laws, and may not be offered, sold, resold or otherwise transferred within the United
States or to the territories or possessions thereof (“United States”) or to, or for the account or benefit of a
United States person as defined in the Regulation S of the US Securities Act (“Regulation S”). I/ we
understand the Rights Equity Shares referred to in this application are being offered in India but not in the
United States. I/ we understand the offering to which this application relates is not, and under no
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circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale
in the United States, or as a solicitation therein of an offer to buy any of the said Rights Equity Shares or
Rights Entitlement in the United States. Accordingly, I/ we understand this application should not be
forwarded to or transmitted in or to the United States at any time. I/ we confirm that I/ we are not in the
United States and understand that neither us, nor the Registrar, the Lead Manager or any other person
acting on behalf of us will accept subscriptions from any person, or the agent of any person, who appears
to be, or who we, the Registrar, the Lead Manager or any other person acting on behalf of us have reason
to believe is a resident of the United States “U.S. Person” (as defined in Regulation S) or is ineligible to
participate in the Issue under the securities laws of their jurisdiction.
“I/ We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in any
jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person to
whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in
compliance with any applicable laws or regulations. We satisfy, and each account for which we are acting
satisfies, all suitability standards for investors in investments of the type subscribed for herein imposed by
the jurisdiction of our residence.
I/ We understand and agree that the Rights Entitlement and Rights Equity Shares may not be reoffered,
resold, pledged or otherwise transferred except in an offshore transaction in compliance with Regulation
S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act.
I/We (i) am/are, and the person, if any, for whose account I/we am/are acquiring such Rights Entitlement,
and/or the Equity Shares, is/are outside the United States or a Qualified Institutional Buyer (as defined in
the US Securities Act), and (ii) is/are acquiring the Rights Entitlement and/or the Equity Shares in an
offshore transaction meeting the requirements of Regulation S or in a transaction exempt from, or not
subject to, the registration requirements of the US Securities Act.
I/We acknowledge that the Company, the Lead Manager, their affiliates and others will rely upon the truth
and accuracy of the foregoing representations and agreements.”
In cases where multiple Application Forms are submitted for Applications pertaining to Rights
Entitlements credited to the same demat account or in demat suspense escrow account, including cases
where an Investor submits Application Forms along with a plain paper Application, such Applications shall
be liable to be rejected.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in an
Application being rejected, with our Company, Lead Manager and the Registrar not having any liability to
the Investor. The plain paper Application format will be available on the website of the Registrar at
www.skylinerta.com. Our Company, the Lead Manager and the Registrar shall not be responsible if the
Applications are not uploaded by SCSB or funds are not blocked in the Investors’ ASBA Accounts on or
before the Issue Closing Date.
Last date for Application
The last date for submission of the duly filled in Application Form is Tuesday, January 24, 2023. Our Board
or any committee thereof may extend the said date for such period as it may determine from time to
time, subject to the provisions of the Articles of Association, and subject to the Issue Period not exceeding
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30 days from the Issue Opening Date.
If the Application together with the amount payable is either (i) not blocked with an SCSB; or (ii) not
received by the Bankers to the Issue or the Registrar on or before the close of banking hours on the Issue
Closing Date or such date as may be extended by our Board or any committee thereof, the invitation to
offer contained in the Letter of Offer shall be deemed to have been declined and our Board or any
committee thereof shall be at liberty to dispose of the Equity Shares hereby offered, as provided under
“Terms of the Issue - Basis of Allotment” on page 293 of this Letter of Offer.
Modes of Payment
All payments against the Application Forms shall be made only through ASBA facility. The Registrar will
not accept any payments against the Application Forms, if such payments are not made through ASBA
facility or internet banking or UPI facility.
In case of Application through ASBA facility, the Investor agrees to block the entire amount payable on
Application with the submission of the Application Form, by authorizing the SCSB to block an amount,
equivalent to the amount payable on Application, in the Investor’s ASBA Account.
After verifying that sufficient funds are available in the ASBA Account details of which are provided in the
Application Form, the SCSB shall block an amount equivalent to the Application Money mentioned in the
Application Form until the Transfer Date. On the Transfer Date, pursuant to the finalization of the Basis of
Allotment as approved by the Designated Stock Exchange, the SCSBs shall transfer such amount as per
the Registrar’s instruction from the ASBA Account into the Allotment Account which shall be a separate
bank account maintained by our Company, other than the bank account referred to in sub-section (3) of
Section 40 of the Companies Act, 2013. The balance amount remaining after the finalization of the Basis
of Allotment on the Transfer Date shall be unblocked by the SCSBs on the basis of the instructions issued
in this regard by the Registrar to the respective SCSB.
The Investors would be required to give instructions to the respective SCSBs to block the entire amount
payable on their Application at the time of the submission of the Application Form.
The SCSB may reject the application at the time of acceptance of Application Form if the ASBA Account,
details of which have been provided by the Investor in the Application Form does not have sufficient funds
equivalent to the amount payable on Application mentioned in the Application Form. Subsequent to the
acceptance of the Application by the SCSB, our Company would have a right to reject the Application on
technical grounds as set forth hereinafter.
facility.
Mode of payment for Resident Investors
facility.
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Mode of payment for Non-Resident Investors
As per Rule 7 of the FEMA Rules, RBI has given general permission to Indian companies to issue Equity
Shares to non-resident shareholders including additional Equity Shares. Further, as per the Master
Direction on Foreign Investment in India dated January 4, 2018 issued by RBI, non-residents may, amongst
other things, (i) subscribe for additional shares over and above their Rights Entitlements; (ii) renounce the
shares offered to them either in full or part thereof in favour of a person named by them; or (iii) apply for
the shares renounced in their favour. Applications received from NRIs and non-residents for allotment of
Equity Shares shall be, amongst other things, subject to the conditions imposed from time to time by RBI
under FEMA in the matter of Application, refund of Application Money, Allotment of Equity Shares and
issue of Rights Entitlement Letters/ letters of Allotment/Allotment advice. If a non-resident or NRI Investor
has specific approval from RBI, in connection with his shareholding in our Company, such person should
enclose a copy of such approval with the Application details and send it to the Registrar at Skyline
Financial Services Private Limited ,505, A Wing, Dattani Plaza, Andheri Kurla Road, Safed Pool, Andheri
(East), Mumbai: 400 072 India.
As regards Applications by Non-Resident Investors, the following conditions shall apply:
• Individual non-resident Indian Applicants who are permitted to subscribe to Rights Equity Shares by
applicable local securities laws can obtain Application Forms on the websites of the Registrar, our
Company or the Lead Manager.
Note: In case of non-resident Eligible Equity Shareholders, the Abridged Letter of Offer, the Rights
Entitlement Letter and the Application Form shall be sent to their email addresses if they have provided
their Indian address to our Company or if they are located in certain jurisdictions where the offer and
sale of the Rights Equity Shares is permitted under laws of such jurisdictions. The Letter of Offer will
be provided, only through email, by the Registrar on behalf of our Company to the Eligible Equity
Shareholders who have provided their Indian addresses to our Company or who are located in
jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such
jurisdictions and in each case who make a request in this regard.
• Application Forms will not be accepted from non-resident Investors in any jurisdiction where the offer
or sale of the Rights Entitlements and Rights Equity Shares may be restricted by applicable securities
laws.
• Payment by non-residents must be made only through ASBA facility and using permissible accounts
in accordance with FEMA, FEMA Rules and requirements prescribed by the RBI.
• Eligible Non-Resident Equity Shareholders applying on a repatriation basis by using the Non-Resident
Forms should authorize their SCSB to block their Non-Resident External (“NRE”) accounts, or Foreign
Currency Non-Resident (“FCNR”) Accounts, and Eligible Non-Resident Equity Shareholders applying
on a non-repatriation basis by using Resident Forms should authorize their SCSB to block their Non-
Resident Ordinary (“NRO”) accounts for the full amount payable, at the time of the submission of the
Application Form to the SCSB. Applications received from NRIs and non-residents for allotment of the
Rights Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the
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RBI under the FEMA in the matter of refund of Application Money, allotment of Rights Equity Shares
and issue of letter of allotment. If an NR or NRI Investors has specific approval from RBI, in connection
with his shareholding, he should enclose a copy of such approval with the Application Form.
• In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the
investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to
the Income-tax Act. In case Equity Shares are allotted on a non-repatriation basis, the dividend and
sale proceeds of the Equity Shares cannot be remitted outside India. Non-resident Renouncees who
are not Eligible Equity Shareholders must submit regulatory approval for applying for additional
Equity Shares in the Issue.
Procedure for application by Resident Eligible Equity Shareholders holding Equity Shares in physical
form
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights
Issue Circulars, the credit of Rights Entitlements and Allotment of Equity Shares shall be made in
dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity Shares in physical form
as on Record Date and desirous of subscribing to Equity Shares in this Issue are advised to furnish the
details of their demat account to the Registrar or our Company at least two Working Days prior to the
Issue Closing Date, to enable the credit of their Rights Entitlements in their respective demat accounts at
least one day before the Issue Closing Date.
Resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who
have opened their demat accounts after the Record Date, shall adhere to following procedure for
participating in this Issue:
1. The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address,
e-mail address, contact details and the details of their demat account along with copy of self-
attested PAN and self-attested client master sheet of their demat account either by e-mail, post,
speed post, courier, or hand delivery so as to reach to the Registrar no later than two Working Days
prior to the Issue Closing Date;
2. The Registrar shall, after verifying the details of such demat account, transfer the Rights
Entitlements of such Eligible Equity Shareholders to their demat accounts at least one day before
the Issue Closing Date;
3. The remaining procedure for Application shall be same as set out in “Application on Plain Paper
under ASBA process” on page279 of this Letter of Offer.
In accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, the
resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date shall be
required to provide their demat account details to our Company or the Registrar to the Issue for credit of
REs not later than two working days prior to issue closing date, such that credit of REs in their demat
account takes place at least one day before issue closing date, thereby enabling them to renounce their
Rights Entitlements through Off Market Renunciation.
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PLEASE NOTE THAT THE ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY SHARES IN PHYSICAL
FORM AS ON RECORD DATE AND WHO HAVE NOT FURNISHED THE DETAILS OF THEIR RESPECTIVE
DEMAT ACCOUNTS TO THE REGISTRAR OR OUR COMPANY AT LEAST TWO WORKING DAYS PRIOR TO
THE ISSUE CLOSING DATE, SHALL NOT BE ELIGIBLE TO MAKE AN APPLICATION FOR RIGHTS EQUITY
SHARES AGAINST THEIR RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES HELD IN
PHYSICAL FORM.
Allotment of the Rights Equity Shares in Dematerialized Form
PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE ALLOTTED ONLY IN
DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH OUR EQUITY SHARES ARE
HELD BY SUCH INVESTOR ON THE RECORD DATE.
FOR DETAILS, SEE “ALLOTMENT ADVICES/ REFUND ORDERS” ON PAGE 294 OF THIS LETTER OF OFFER.
General instructions for Investors
(a) Please read this Letter of Offer and Application Form carefully to understand the Application
process and applicable settlement process.
(b) In accordance with the SEBI Rights Issue Circulars, the resident Eligible Equity Shareholders, who
hold Equity Shares in physical form as on Record Date and who have not furnished the details of
their demat account to the Registrar or our Company at least two Working Days prior to the Issue
Closing Date, shall not be eligible to make an Application for Rights Equity Shares against their Rights
Entitlements with respect to the equity shares held in physical form.
(c) Please read the instructions on the Application Form sent to you.
(d) The Application Form can be used by both the Eligible Equity Shareholders and the Renouncees.
(e) Application should be made only through the ASBA facility.
(f) Application should be complete in all respects. The Application Form found incomplete with regard
to any of the particulars required to be given therein, and/or which are not completed in conformity
with the terms of this Letter of Offer, the Abridged Letter of Offer, the Rights Entitlement Letter
and the Application Form are liable to be rejected.
(g) In case of non-receipt of Application Form, Application can be made on plain paper mentioning all
necessary details as mentioned under the section “Application on Plain Paper under ASBA process”
(h) In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI Rights Issue Circulars and ASBA
Circulars, all Investors desiring to make an Application in this Issue are mandatorily required to use
the ASBA process. Investors should carefully read the provisions applicable to such Applications
before making their Application through ASBA.
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(i) An Investor, wishing to participate in this Issue through the ASBA facility, is required to have an
ASBA enabled bank account with an SCSB, prior to making the Application.
(j) Applications should be (i) submitted to the Designated Branch of the SCSB or made
online/electronic through the website of the SCSBs (if made available by such SCSB) for authorising
such SCSB to block Application Money payable on the Application in their respective ASBA Accounts.
Please note that on the Issue Closing Date, Applications through ASBA process will be uploaded
until 5.00 p.m. (Indian Standard Time) or such extended time as permitted by the Stock Exchange.
(k) Applications should not be submitted to the Bankers to the Issue or Escrow Collection Bank
(assuming that such Escrow Collection Bank is not an SCSB), our Company or the Registrar and the
Lead Manager.
(l) In case of Application through ASBA facility, Investors are required to provide necessary details,
including details of the ASBA Account, authorization to the SCSB to block an amount equal to the
Application Money in the ASBA Account mentioned in the Application Form.
(m) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should
mention their PAN allotted under the Income-tax Act, irrespective of the amount of the Application.
Except for Applications on behalf of the Central or the State Government, the residents of Sikkim
and the officials appointed by the courts, Applications without PAN will be considered incomplete
and are liable to be rejected. With effect from August 16, 2010, the demat accounts for Investors
for which PAN details have not been verified shall be “suspended for credit” and no Allotment and
credit of Rights Equity Shares pursuant to this Issue shall be made into the accounts of such
Investors.
(n) In case of Application through ASBA facility, all payments will be made only by blocking the amount
in the ASBA Account. Furthermore, in case of Applications submitted using the optional facility,
payments shall be made using internet banking or UPI facility. Cash payment or payment by cheque
or demand draft or pay order or NEFT or RTGS or through any other mode is not acceptable for
application through ASBA process. In case payment is made in contravention of this, the Application
will be deemed invalid and the Application Money will be refunded and no interest will be paid
thereon.
(o) For physical Applications through ASBA at Designated Branches of SCSB, signatures should be either
in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of
India. Signatures other than in any such language or thumb impression must be attested by a Notary
Public or a Special Executive Magistrate under his/her official seal. The Investors must sign the
Application as per the specimen signature recorded with the SCSB.
(p) In case of joint holders and physical Applications through ASBA process, all joint holders must sign
the relevant part of the Application Form in the same order and as per the specimen signature(s)
recorded with the SCSB. In case of joint Applicants, reference, if any, will be made in the first
Applicant’s name and all communication will be addressed to the first Applicant.
(q) All communication in connection with Application for the Rights Equity Shares, including any change
in address of the Eligible Equity Shareholders should be addressed to the Registrar prior to the date
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of Allotment in this Issue quoting the name of the first/sole Applicant, folio numbers/DP ID and
Client ID and Application Form number, as applicable. In case of any change in address of the Eligible
Equity Shareholders, the Eligible Equity Shareholders should also send the intimation for such
change to the respective depository participant, or to our Company or the Registrar in case of
Eligible Equity Shareholders holding Equity Shares in physical form.
(r) Only persons outside restricted jurisdictions and who are eligible to subscribe for Rights Entitlement
and Rights Equity Shares under applicable securities laws are eligible to participate.
(s) Please note that subject to SCSBs complying with the requirements of SEBI Circular No.
CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, applications
made through ASBA facility may be submitted at the Designated Branches of the SCSBs. Application
through ASBA facility in electronic mode will only be available with such SCSBs who provide such
facility.
(t) In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, it is clarified that for making
applications by banks on their own account using ASBA facility, SCSBs should have a separate
account in own name with any other SEBI registered SCSB(s). Such account shall be used solely for
the purpose of making application in public/ rights issues and clear demarcated funds should be
available in such account for ASBA applications.
(u) In case of change of status of holders, i.e., from resident to non-resident, a new demat account
must be opened. Any Application from a demat account which does not reflect the accurate status
of the Applicant is liable to be rejected at the sole discretion of our Company and the Lead Manager
Additional general instructions for Investors in relation to making of an Application
(a) Please read the instructions on the Application Form sent to you. Application should be complete
in all respects. The Application Form found incomplete with regard to any of the particulars required
to be given therein, and/or which are not completed in conformity with the terms of the Letter of
Offer, the Abridged Letter of Offer, the Rights Entitlement Letter and the Application Form are liable
to be rejected. The Application Form must be filled in English.
(b) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details
and occupation (“Demographic Details”) are updated, true and correct, in all respects. Investors
applying under this Issue should note that on the basis of name of the Investors, DP ID and Client
ID provided by them in the Application Form or the plain paper Applications, as the case may be,
the Registrar will obtain Demographic Details from the Depository. Therefore, Investors applying
under this Issue should carefully fill in their Depository Account details in the Application. These
Demographic Details would be used for all correspondence with such Investors including mailing of
the letters intimating unblocking of bank account of the respective Investor and/or refund. The
Demographic Details given by the Investors in the Application Form would not be used for any other
purposes by the Registrar. Hence, Investors are advised to update their Demographic Details as
provided to their Depository Participants. The Allotment Advice and the e-mail intimating
unblocking of ASBA Account or refund (if any) would be e-mailed to the address of the Investor as
per the e-mail address provided to our Company or the Registrar or Demographic Details received
from the Depositories. The Registrar will give instructions to the SCSBs for unblocking funds in the
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ASBA Account to the extent Equity Shares are not Allotted to such Investor. Please note that any
such delay shall be at the sole risk of the Investors and none of our Company, the SCSBs, Registrar
or the Lead Manager shall be liable to compensate the Investor for any losses caused due to any
such delay or be liable to pay any interest for such delay. In case no corresponding record is
available with the Depositories that match three parameters, (a) names of the Investors (including
the order of names of joint holders), (b) DP ID, and (c) Client ID, then such Application Forms are
liable to be rejected.
(c) By signing the Application Forms, Investors would be deemed to have authorised the Depositories
to provide, upon request, to the Registrar, the required Demographic Details as available on its
records.
(d) Investors are required to ensure that the number of Equity Shares applied for by them do not
exceed the prescribed limits under the applicable law.
(e) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to
your jurisdiction.
(f) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
ground.
(g) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical
Application.
(h) Do not pay the Application Money in cash, by money order, pay order or postal order.
(i) Do not submit multiple Applications.
(j) No investment under the FPI route (i.e any investment which would result in the investor holding
10% or more of the fully diluted paid-up equity share capital of the Company or any FDI investment
for which an approval from the government was taken in the past) will be allowed in the Issue
unless such application is accompanied with necessary approval or covered under a pre-existing
approval from the government. It will be the sole responsibility of the investors to ensure that the
necessary approval or the pre-existing approval from the government is valid in order to make any
investment in the Issue. The Lead Manager and our Company will not be responsible for any
allotments made by relying on such approvals.
(k) An Applicant being an OCB is required not to be under the adverse notice of RBI and in order to
apply for this issue as a incorporated non-resident must do so in accordance with the FDI Circular
2020 and Foreign Exchange Management (Non-Debt Instrument) Rules, 2019.
Do’s:
(a) Ensure that the Application Form and necessary details are filled in.
(b) Except for Application submitted on behalf of the Central or the State Government, residents of
Sikkim and the officials appointed by the courts, each Applicant should mention their PAN allotted
under the Income-tax Act.
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(c) Ensure that the demographic details such as address, PAN, DP ID, Client ID, bank account details
and occupation (“Demographic Details”) are updated, true and correct, in all respects.
(d) Investors should provide correct DP ID and client ID/ folio number while submitting the Application.
Such DP ID and Client ID/ folio number should match the demat account details in the records
available with Company and/or Registrar, failing which such Application is liable to be rejected.
Investor will be solely responsible for any error or inaccurate detail provided in the Application. Our
Company, the Lead Manager, SCSBs or the Registrar will not be liable for any such rejections.
Don’ts:
(a) Do not apply if you are ineligible to participate in this Issue under the securities laws applicable to
your jurisdiction.
(b) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this
ground.
(c) Avoid applying on the Issue Closing Date due to risk of delay/ restrictions in making any physical
Application.
(d) Do not pay the Application Money in cash, by money order, pay order or postal order.
(e) Do not submit multiple Applications.
Do’s for Investors applying through ASBA:
(a) Ensure that the details about your Depository Participant and beneficiary account are correct and
the beneficiary account is activated as the Rights Equity Shares will be Allotted in the dematerialized
form only.
(b) Ensure that the Applications are submitted with the Designated Branch of the SCSBs and details of
the correct bank account have been provided in the Application.
(c) Ensure that there are sufficient funds (equal to {number of Rights Equity Shares (including
additional Rights Equity Shares) applied for} X {Application Money of Rights Equity Shares}) available
in ASBA Account mentioned in the Application Form before submitting the Application to the
respective Designated Branch of the SCSB.
(d) Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount payable
on application mentioned in the Application Form, in the ASBA Account, of which details are
provided in the Application and have signed the same.
(e) Ensure that you have a bank account with an SCSB providing ASBA facility in your location and the
Application is made through that SCSB providing ASBA facility in such location.
(f) Ensure that you receive an acknowledgement from the Designated Branch of the SCSB for your
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submission of the Application Form in physical form or plain paper Application.
(g) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case the Application Form is
submitted in joint names, ensure that the beneficiary account is also held in same joint names and
such names are in the same sequence in which they appear in the Application Form and the Rights
Entitlement Letter.
Don’ts for Investors applying through ASBA:
a) Do not submit the Application Form after you have submitted a plain paper Application to a
Designated Branch of the SCSB or vice versa.
b) Do not send your physical Application to the Lead Manager, the Registrar, the Escrow Collection
Bank (assuming that such Escrow Collection Bank is not an SCSB), a branch of the SCSB which is not
a Designated Branch of the SCSB or our Company; instead submit the same to a Designated Branch
of the SCSB only.
c) Do not instruct the SCSBs to unblock the funds blocked under the ASBA process.
Grounds for Technical Rejection
Applications made in this Issue are liable to be rejected on the following grounds:
(a) DP ID and Client ID mentioned in Application does not match with the DP ID and Client ID records
available with the Registrar.
(b) Details of PAN mentioned in the Application does not match with the PAN records available with
the Registrar.
(c) Sending an Application to our Company, the Lead Manager, Registrar, Escrow Collection Bank(s)
(assuming that such Escrow Collection Bank is not a SCSB), to a branch of a SCSB which is not a
Designated Branch of the SCSB.
(d) Insufficient funds are available in the ASBA Account with the SCSB for blocking the Application
Money.
(e) Funds in the ASBA Account whose details are mentioned in the Application Form having been frozen
pursuant to regulatory orders.
(f) Account holder not signing the Application or declaration mentioned therein.
(g) Submission of more than one Application Form for Rights Entitlements available in a particular
demat account.
(h) Multiple Application Forms, including cases where an Investor submits Application Forms along
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with a plain paper Application.
(i) Submitting the GIR number instead of the PAN (except for Applications on behalf of the Central or
State Government, the residents of Sikkim and the officials appointed by the courts).
(j) Applications by persons not competent to contract under the Indian Contract Act, 1872, except
Applications by minors having valid demat accounts as per the Demographic Details provided by
the Depositories.
(k) Applications by SCSB on own account, other than through an ASBA Account in its own name with
any other SCSB.
(l) Application Forms which are not submitted by the Investors within the time periods prescribed in
the Application Form and this Letter of Offer.
(m) Physical Application Forms not duly signed by the sole or joint Investors, as applicable.
(n) Application Forms accompanied by stock invest, outstation cheques, post-dated cheques, money
order, postal order or outstation demand drafts.
(o) If an Investor is (a) debarred by SEBI; or (b) if SEBI has revoked the order or has provided any interim
relief then failure to attach a copy of such SEBI order allowing the Investor to subscribe to their
Rights Entitlements.
(p) Applications which: (i) appears to our Company or its agents to have been executed in,
electronically transmitted from or dispatched from the United States (other than from persons in
the United States who are U.S. QIBs and QPs) or other jurisdictions where the offer and sale of the
Equity Shares is not permitted under laws of such jurisdictions; (ii) does not include the relevant
certifications set out in the Application Form, including to the effect that the person submitting
and/or renouncing the Application Form is (a) both a U.S. QIB and a QP, if in the United States or a
U.S. Person or (b) outside the United States and is a non-U.S. Person, and in each case such person
is eligible to subscribe for the Equity Shares under applicable securities laws and is complying with
laws of jurisdictions applicable to such person in connection with this Issue; and our Company shall
not be bound to issue or allot any Equity Shares in respect of any such Application Form.
(q) Applications which have evidence of being executed or made in contravention of applicable
securities laws.
(r) Application from Investors that are residing in U.S. address as per the depository records (other
than from persons in the United States who are U.S. QIBs and QPs).
IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY THROUGH THE ASBA
PROCESS TO RECEIVE THEIR RIGHTS EQUITY SHARES IN DEMATERIALISED FORM AND TO THE SAME
DEPOSITORY ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY THE
INVESTOR AS ON THE RECORD DATE. ALL INVESTORS APPLYING UNDER THIS ISSUE SHOULD MENTION
THEIR DEPOSITORY PARTICIPANT’S NAME, DP ID AND BENEFICIARY ACCOUNT NUMBER/ FOLIO
NUMBER IN THE APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE
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APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS
HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT
THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE
IN WHICH THEY APPEAR IN THE APPLICATION FORM OR PLAIN PAPER APPLICATIONS, AS THE CASE MAY
BE.
Investors applying under this Issue should note that on the basis of name of the Investors, Depository
Participant’s name and identification number and beneficiary account number provided by them in the
Application Form or the plain paper Applications, as the case may be, the Registrar will obtain
Demographic Details from the Depository. Hence, Investors applying under this Issue should carefully fill
in their Depository Account details in the Application.
These Demographic Details would be used for all correspondence with such Investors including mailing of
the letters intimating unblocking of bank account of the respective Investor and/or refund. The
Demographic Details given by the Investors in the Application Form would not be used for any other
purposes by the Registrar. Hence, Investors are advised to update their Demographic Details as provided
to their Depository Participants. By signing the Application Forms, the Investors would be deemed to have
authorised the Depositories to provide, upon request, to the Registrar, the required Demographic Details
as available on its records.
The Allotment advice and the email intimating unblocking of ASBA Account or refund (if any) would be
emailed to the address of the Investor as per the email address provided to our Company or the Registrar
or Demographic Details received from the Depositories. The Registrar will give instructions to the SCSBs
for unblocking funds in the ASBA Account to the extent Rights Equity Shares are not Allotted to such
Investor. Please note that any such delay shall be at the sole risk of the Investors and none of our
Company, the SCSBs, Registrar or the Lead Manager shall be liable to compensate the Investor for any
losses caused due to any such delay or be liable to pay any interest for such delay.
In case no corresponding record is available with the Depositories that match three parameters, (a) names
of the Investors (including the order of names of joint holders), (b) the DP ID, and (c) the beneficiary
account number, then such Application Forms s are liable to be rejected.
Multiple Applications
A separate Application can be made in respect of each scheme of a Mutual Fund registered with the SEBI
and such Applications shall not be treated as multiple applications. For details, see “Investment by Mutual
Funds” on page 299 of this Letter of Offer.
In cases where multiple Applications are submitted, including cases where an Investor submits Application
Forms along with a plain paper Application or multiple plain paper Applications, such Applications shall
be treated as multiple applications and are liable to be rejected (other than multiple applications
submitted by any of the Promoters or members of the Promoter Group as described in Capital Structure
– Intention and extent of participation by our Promoters and Promoter Group in the Issue” on page 59 of
Underwriting
The Issue is not underwritten.
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Withdrawal of Application
An Investor who has applied in this Issue may withdraw their Application at any time during Issue Period
by approaching the SCSB where application is submitted. However, no Investor may withdraw their
Application post the Issue Closing Date.
Issue schedule

Last date for receiving requests for Application Form and Friday, January 13, 2023
Rights Entitlement Letter
Issue Closing Date Tuesday, January 24, 2023
Finalising the basis of allotment with the Designated Stock Monday, January 30, 2023
Exchanges
Date of Allotment (on or about) Tuesday, January 31,2023
Initiation of refunds Wednesday, February 01, 2023
Date of credit (on or about) Wednesday, February 01, 2023
Date of listing (on or about) Friday, February 03, 2023
*Our Board may, however, decide to extend the Issue Period as it may determine from time to time but
not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date).
**Investors are advised to ensure that the Application Forms are submitted on or before the Issue Closing
Date. Our Company, the Lead Manager and/or the Registrar to the Issue will not be liable for any loss on
account of non-submission of Application Forms or on before the Issue Closing Date.
Basis of Allotment
Subject to the provisions contained in this Letter of Offer, the Abridged Letter of Offer, the Application
Form, the Rights Entitlement Letter, the Articles of Association of our Company and the approval of the
Designated Stock Exchange, our Board will proceed to allot the Rights Equity Shares in the following order
of priority:
(a) Full Allotment to those Eligible Equity Shareholders who have applied for their Rights Entitlement
either in full or in part and also to the Renouncee(s) who has/have applied for Rights Equity Shares
renounced in its/their favor, in full or in part, as adjusted for fractional entitlement.
(b) Eligible Equity Shareholders whose fractional entitlements are being ignored and Eligible Equity
Shareholders with zero entitlement, would be given preference in allotment of one additional
Rights Equity Share each if they apply for additional Rights Securities. Allotment under this head
shall be considered if there are any unsubscribed Rights Securities after allotment under (a)
above. If number of Rights Securities required for Allotment under this head are more than the
number of Rights Securities available after Allotment under (a) above, the Allotment would be
made on a fair and equitable basis in consultation with the Designated Stock Exchange and will not
be a preferential allotment.
(c) Allotment to the Eligible Equity Shareholders who have applied for the full extent of their Rights
Entitlement and have also applied for Additional Rights Equity Shares shall be made as far as
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possible on an equitable basis having due regard to the number of Equity Shares held by them on
the Record Date, provided there are unsubscribed Rights Equity Shares after making full Allotment
under (a) and (b) above. The Allotment of such Equity Shares will be at the sole discretion of our
Board in consultation with the Designated Stock Exchange, as a part of the Issue and will not be a
preferential allotment.
(d) Allotment to Renouncees who having applied for all the Rights Equity Shares renounced in their
favour and also have applied for Additional Rights Equity Shares provided there is surplus available
after making full Allotment under (a), (b) and (c) above. The Allotment of such Rights Equity Shares
shall be made on a proportionate basis as part of the Issue and will not be a preferential allotment.
(e) Allotment to any other person that our Board may deem fit provided there is surplus available after
making Allotment under (a), (b), (c) and (d) above, and the decision of our Board in this regard shall
be final and binding.
(f) After taking into account Allotment to be made under (a) to (e) above, if there is any unsubscribed
portion, the same shall be deemed to be ‘unsubscribed’ for the purpose of Regulation 3(1)(b) of the
SEBI Takeover Regulations.
Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the
Designated Branches, a list of the ASBA Investors who have been Allotted Rights Equity Shares in the Issue,
along with:
(a) The amount to be transferred from the ASBA Account to the separate bank account opened by our
Company for the Issue, for each successful ASBA Application;
(b) The date by which the funds referred to above, shall be transferred to the aforesaid bank account;
and
(c) The details of rejected ASBA Applications, if any, to enable the SCSBs to unblock the respective
ASBA Accounts.
In the event of over subscription, Allotment shall be made within the overall size of the Issue.
Allotment Advices/Refund Orders
Our Company will issue and dispatch Allotment advice, refund instructions (including in respect of
Applications made through the optional facility) or demat credit of securities and/or letters of regret,
along with crediting the Allotted Rights Equity Shares to the respective beneficiary accounts (only in
dematerialised mode) or unblocking the funds in the respective ASBA Accounts, if any, within a period of
15 days from the Issue Closing Date. In case of failure to do so, our Company shall pay interest at 15% p.a.
and such other rate as specified under applicable law from the expiry of such 15 days’ period.
Investors residing at centres where clearing houses are managed by the RBI will get refunds through
National Automated Clearing House (“NACH”) except where Investors have not provided the details
required to send electronic refunds or where the investors are otherwise disclosed as applicable or eligible
to get refunds through direct credit and real-time gross settlement (“RTGS”).
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In case of those investors who have opted to receive their Rights Entitlement in dematerialized form using
electronic credit under the depository system, and the Allotment advice regarding their credit of the
Rights Equity Shares shall be sent at the address recorded with the Depository. Investors to whom refunds
are made through electronic transfer of funds will be sent a letter through ordinary post intimating them
about the mode of credit of refund within 15 days of the Issue Closing Date.
In accordance with the SEBI ICDR Regulations, the option to receive the Rights Equity Shares in physical
form was available only for a period of six months from the date of coming into force of the SEBI ICDR
Regulations, i.e., until May 10, 2019.
The letter of allotment or refund order would be sent by registered post or speed post to the sole/ first
Investor’s address provided by the Eligible Equity Shareholders to our Company. Such refund orders would
be payable at par at all places where the Applications were originally accepted. The same would be
marked ‘Account Payee only’ and would be drawn in favour of the sole/ first Investor. Adequate funds
would be made available to the Registrar for this purpose.
Payment of Refund
Mode of making refunds
In case of Applicants not eligible to make an application through ASBA process, the payment of refund, if
any, including in the event of oversubscription or failure to list or otherwise would be done through any
of the following modes:
1. Unblocking amounts blocked using ASBA facility;
2. National Automated Clearing House (“NACH”) – NACH is a consolidated system of electronic

clearing service. Payment of refund would be done through NACH for Applicants having an account
at one of the centres specified by the RBI, where such facility has been made available. This would
be subject to availability of complete bank account details including MICR code wherever applicable
from the depository. The payment of refund through NACH is mandatory for Applicants having a
bank account at any of the centres where NACH facility has been made available by the RBI (subject
to availability of all information for crediting the refund through NACH including the MICR code as
appearing on a cheque leaf, from the Depositories), except where the Applicant is otherwise
disclosed as eligible to get refunds through NEFT, Direct Credit or RTGS.
3. National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be undertaken through NEFT
wherever the Investors’ bank has been assigned the Indian Financial System Code (“IFSC Code”),
which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained
from the website of RBI as on a date immediately prior to the date of payment of refund, duly
mapped with MICR numbers. Wherever the Investors have registered their nine-digit MICR number
and their bank account number with the Registrar to our Company or with the Depository
Participant while opening and operating the demat account, such MICR number and the bank
account number will be duly mapped with the IFSC Code of that particular bank branch and the
payment of refund will be made to the Investors through this method.
4. Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to
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receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for such refund
would be borne by our Company.
5. RTGS – If the refund amount exceeds ₹ 200,000, Investors have the option to receive refund
through RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS
are required to provide the IFSC Code in the Application Form. In the event such IFSC Code is not
provided, refund shall be made through NACH or any other eligible mode. Charges, if any, levied by
the refund bank(s) for such refund would be borne by our Company. Charges, if any, levied by the
Investor’s bank receiving the credit would be borne by the Investor.
6. For all other Investors, the refund orders will be dispatched through speed post or registered post.
Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/first
Investor and payable at par.
7. Credit of refunds to Investors in any other electronic manner, permissible under the banking laws,
which are in force, and is permitted by SEBI from time to time.
Refund payment to Non-residents
The Application Money will be unblocked in the ASBA Account of the non-resident Applicants, details of
which were provided in the Application Form.
Printing of Bank Particulars on Refund Orders
As a matter of precaution against possible fraudulent encashment of refund orders due to loss or
misplacement, the particulars of the Investor’s bank account are mandatorily required to be given for
printing on the refund orders. Bank account particulars, where available, will be printed on the refund
orders or refund warrants which can then be deposited only in the account specified. Our Company will,
in no way, be responsible if any loss occurs through these instruments falling into improper hands either
through forgery or fraud.
Allotment advice or Demat Credit
The demat credit of securities to the respective beneficiary accounts or the demat suspense account
(pending with IEPF authority/ in suspense, etc.) will be credited within 15 days from the Issue Closing Date
or such other timeline in accordance with applicable laws.
Option to receive Right Equity Shares in Dematerialised Form
PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR UNDER THIS ISSUE CAN BE ALLOTTED
ONLY IN DEMATERIALIZED FORM AND TO (A) THE SAME DEPOSITORY ACCOUNT/ CORRESPONDING PAN
IN WHICH THE EQUITY SHARES ARE HELD BY SUCH INVESTOR ON THE RECORD DATE, OR (B) THE
DEPOSITORY ACCOUNT, DETAILS OF WHICH HAVE BEEN PROVIDED TO OUR COMPANY OR THE
REGISTRAR AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE BY THE RESIDENT
ELIGIBLE EQUITY SHAREHOLDER HOLDING EQUITY SHARES IN PHYSICAL FORM AS ON THE RECORD
DATE, OR (C) DEMAT SUSPENSE ACCOUNTWHERE THE CREDIT OF THE RIGHTS ENTITLEMENTS
RETURNED/REVERSED/FAILED.
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Investors shall be Allotted the Rights Equity Shares in dematerialized (electronic) form.
INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF OUR COMPANY CAN BE TRADED ON THE
STOCK EXCHANGES ONLY IN DEMATERIALISED FORM.
The procedure for availing the facility for Allotment of Rights Equity Shares in the Issue in the electronic
form is as under:
• Open a beneficiary account with any Depository Participant (care should be taken that the beneficiary
account should carry the name of the holder in the same manner as is registered in the records of our
Company. In the case of joint holding, the beneficiary account should be opened carrying the names
of the holders in the same order as registered in the records of our Company). In case of Investors
having various folios in our Company with different joint holders, the Investors will have to open
separate accounts for each such holding. Those Investors who have already opened such beneficiary
account(s) need not adhere to this step.
• It should be ensured that the depository account is in the name(s) of the Investors and the names are
in the same order as in the records of our Company or the Depositories.
• The responsibility for correctness of information filled in the Application Form vis-a-vis such
information with the Investor’s depository participant, would rest with the Investor. Investors should
ensure that the names of the Investors and the order in which they appear in Application Form should
be the same as registered with the Investor’s depository participant.
• If incomplete or incorrect beneficiary account details are given in the Application Form, the Investor
will not get any Rights Equity Shares and the Application Form will be rejected.
• The Rights Equity Shares will be allotted to Applicants only in dematerialized form and would be
directly credited to the beneficiary account as given in the Application Form after verification or demat
suspense account (pending receipt of demat account details for resident Eligible Equity Shareholders
whose Equity Shares are with IEPF authority/ in suspense, etc.). Allotment advice, refund order (if any)
would be sent directly to the Applicant by email and, if the printing is feasible, through physical
dispatch, by the Registrar but the Applicant’s depository participant will provide to him the
confirmation of the credit of such Rights Equity Shares to the Applicant’s depository account.
• Renouncees will also have to provide the necessary details about their beneficiary account for
Allotment of Rights Equity Shares in the Issue. In case these details are incomplete or incorrect, the
Application is liable to be rejected.
• Non-transferable allotment advice/ refund orders will be sent directly to the Investors by the Registrar
to the Issue.
• Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be
paid to those Equity Shareholders whose names appear in the list of beneficial owners given by the
Depository Participant to our Company as on the date of the book closure.
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Resident Eligible Equity Shareholders, who hold Equity Shares in physical form and who have not
furnished the details of their demat account to the Registrar or our Company at least two Working Days
prior to the Issue Closing Date, shall not be able to apply in this Issue for further details, please refer to
“Procedure for Application by Eligible Equity Shareholders holding Equity Shares in physical form” on
page 284 of this Letter of Offer.
Investment by FPIs
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the multiple entities having common ownership, directly or indirectly, of more than 50% or
common control) must be below 10% of our post- Issue Equity Share capital. Further, in terms of FEMA
Rules, the total holding by each FPI shall be below 10% of the total paid-up equity share capital of a
company on a fully-diluted basis and the total holdings of all FPIs put together shall not exceed 24% of the
paid-up equity share capital of a company on a fully diluted basis.
Further, pursuant to the FEMA Rules the investments made by a SEBI registered FPI in a listed Indian
company will be reclassified as FDI if the total shareholding of such FPI increases to more than 10% of the
total paid-up equity share capital on a fully diluted basis or 10% or more of the paid-up value of each
series of debentures or preference shares or warrants.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which
may be specified by the Government from time to time. The FPIs who wish to participate in the Issue are
advised to use the ASBA Form for non-residents. Subject to compliance with all applicable Indian laws,
rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, only
Category I FPIs, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined
under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by
an FPI against securities held by it that are listed or proposed to be listed on any recognised stock exchange
in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments
are issued only to persons eligible to be registered as Category I FPIs; and (ii) such offshore derivative
instruments are issued after compliance with ‘know your client’ norms. An FPI may transfer offshore
derivative instruments to persons compliant with the requirements of Regulation 21(1) of the SEBI FPI
Regulations and subject to receipt of consent, except where pre-approval is provided.
All non-resident investors should note that refunds, dividends and other distributions, if any, will be
payable in Indian Rupees only and net of bank charges and commission.
Investment by Systemically Important Non-Banking Financial Companies (NBFC – SI)
In case of an application made by Systemically Important NBFCs registered with the RBI, (a) the certificate
of registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (b) net worth certificate
from its statutory auditors or any independent chartered accountant based on the last audited financial
statements is required to be attached to the application.
Investment by AIFs, FVCIs and VCFs
The SEBI (Venture Capital Funds) Regulations, 1996, as amended (“SEBI VCF Regulations”) and the SEBI
(Foreign Venture Capital Investor) Regulations, 2000, as amended (“SEBI FVCI Regulations”) prescribe,
among other things, the investment restrictions on VCFs and FVCIs registered with SEBI. Further, the SEBI
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(Alternative Investments Funds) Regulations, 2012 (“SEBI AIF Regulations”) prescribe, among other
things, the investment restrictions on AIFs.
As per the SEBI VCF Regulations and SEBI FVCI Regulations, VCFs and FVCIs are not permitted to invest
in listed companies pursuant to rights issues. Accordingly, applications by VCFs or FVCIs will not be
accepted in this Issue.
Venture capital funds registered as Category I AIFs, as defined in the SEBI AIF Regulations, are not
permitted to invest in listed companies pursuant to rights issues. Accordingly, applications by venture
capital funds registered as category I AIFs, as defined in the SEBI AIF Regulations, will not be accepted in
this Issue. Other categories of AIFs are permitted to apply in this Issue subject to compliance with the SEBI
AIF Regulations.
Such AIFs having bank accounts with SCSBs that are providing ASBA in cities / centres where such AIFs are
located are mandatorily required to make use of the ASBA facility. Otherwise, applications of such AIFs
are liable for rejection
Applications will not be accepted from FPIs in restricted jurisdictions.
FPIs which are QIBs, Non-Institutional Investors or whose application amount exceeds ₹ 2 Lakhs can
participate in the Rights Issue only through the ASBA process. Further, FPIs which are QIB applicants and
Non-Institutional Investors are mandatorily required to use ASBA, even if application amount does not
exceed ₹ 2 Lakhs.
Investment by NRIs
Investments by NRIs are governed by Rule 12 of FEMA Rules. Applications will not be accepted from NRIs
in Restricted Jurisdictions.
NRIs may please note that only such Applications as are accompanied by payment in free foreign exchange
shall be considered for Allotment under the reserved category. The NRIs who intend to make payment
through NRO counts shall use the Application form meant for resident Indians and shall not use the
Application forms meant for reserved category.
As per Rule 12 of the FEMA Rules read with Schedule III of the FEMA Rules, an NRI or OCI may purchase
or sell capital instruments of a listed Indian company on repatriation basis, on a recognised stock exchange
in India, subject to the conditions, inter alia, that the total holding by any individual NRI or OCI will not
exceed 5% of the total paid-up equity capital on a fully diluted basis or should not exceed 5% of the paid-
up value of each series of debentures or preference shares or share warrants issued by an Indian company
and the total holdings of all NRIs and OCIs put together will not exceed 10% of the total paid-up equity
capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures
or preference shares or share warrants. The aggregate ceiling of 10% may be raised to 24%, if a special
resolution to that effect is passed by the general body of the Indian company.
Investment by Mutual Funds
Applications made by asset management companies or custodians of Mutual Funds should clearly and
specifically state names of the concerned schemes for which such Applications are made.
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In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual
Fund registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund
will not be treated as multiple Applications provided that the Applications clearly indicate the scheme
concerned for which the Application has been made.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments
in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should
own more than 10% of any company’s paid-up share capital carrying voting rights.
Procedure for applications by Systemically Important NBFCs
In case of application made by Systemically Important NBFCs registered with the RBI, (i) the certificate of
registration issued by the RBI under Section 45 –IA of the RBI Act, 1934 and (ii) networth certificate from
its statutory auditors or any independent chartered accountant based on the last audited financial
statements is required to be attached to the application.
Payment by stock invest
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the stock invest
Scheme has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.
Impersonation
As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of
Section 38 of the Companies Act, 2013 which is reproduced below:
“Any person who:
(i) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(ii) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(iii) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name,
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at
least ₹ 10 Lakhs or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a
term which shall not be less than six months extending up to ten years (provided that where the fraud
involves public interest, such term shall not be less than three years) and fine of an amount not less than
the amount involved in the fraud, extending up to three times of such amount. Where such fraud (i)
involves an amount which is less than ₹ 10 Lakhs or 1% of the turnover of the Company, whichever is
lower, and (ii) does not involve public interest, then such fraud is punishable with imprisonment for a term
extending up to five years or fine of an amount extending up to ₹ 50 Lakhs or with both.
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Dematerialised Dealing
Our Company has entered into tripartite agreements dated December 25, 2020, and November 23, 2020
with NSDL and CDSL, respectively, and our Equity Shares bear the ISIN: INE945P01024
Disposal of Applications and Application Money
No acknowledgment will be issued for the Application Money received by our Company. However, the
Designated Branch of the SCSBs receiving the Application Form will acknowledge its receipt by stamping
and returning the acknowledgment slip at the bottom of each Application Form Our Board reserves its
full, unqualified and absolute right to accept or reject any Application, in whole or in part, and in either
case without assigning any reason thereto.
In case an Application is rejected in full, the whole of the Application Money will be unblocked in the
respective ASBA Accounts. Wherever an Application is rejected in part, the balance of Application Money,
if any, after adjusting any money due on Rights Equity Shares Allotted, will be unblocked in the respective
ASBA Accounts of the Investor within a period of 15 days from the Issue Closing Date.
For further instructions, please read the Application Form carefully.
Utilization of Issue Proceeds
Our Board of Directors declares that:
(a) All monies received out of the Issue shall be transferred to a separate bank account;
(b) Details of all monies utilized out of the Issue shall be disclosed, and shall continue to be disclosed
until the time any part of the Issue Proceeds remains unutilized, under an appropriate separate
head in the balance sheet of our Company indicating the purpose for which such monies have been
utilized;
(c) Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate
separate head in the balance sheet of our Company indicating the form in which such unutilized
monies have been invested; and
(d) Our Company may utilize the funds collected in the Issue only after final listing and trading
approvals for the Rights Equity Shares Allotted in the Issue is received.
Undertakings by our Company
Our Company undertakes the following:
(i) The complaints received in respect of the Issue shall be attended to by our Company expeditiously
and satisfactorily.
(ii) All steps for completion of the necessary formalities for listing and commencement of trading at all
Stock Exchanges where the Rights Equity Shares are to be listed will be taken within the time
prescribed by the SEBI.
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(iii) The funds required for making refunds to unsuccessful Applicants as per the mode(s) disclosed shall
be made available to the Registrar by our Company.
(iv) Where refunds are made through electronic transfer of funds, a suitable communication shall be
sent to the Investor within 15 days of the Issue Closing Date, giving details of the banks where
refunds shall be credited along with amount and expected date of electronic credit of refund.
(v) Other than any Equity Shares that may be issued pursuant to exercise options under the ESOP 2016
and ESOP 2018, no further issue of securities affecting our Company’s Equity Share capital shall be
made until the Rights Equity Shares are listed or until the Application Money is refunded on account
of non-listing, under subscription etc.
(vi) In case of unblocking of the application amount for unsuccessful Applicants or part of the
application amount in case of proportionate Allotment, a suitable communication shall be sent to
the Applicants.
(vii) Adequate arrangements shall be made to collect all ASBA Applications and to consider them similar
to non-ASBA Applications while finalizing the Basis of Allotment.
(viii) At any given time, there shall be only one denomination for the Rights Equity Shares of our
Company.
(ix) Our Company shall comply with all disclosure and accounting norms specified by the SEBI from time
to time.
(x) Our Company accepts full responsibility for the accuracy of information given in this Letter of Offer
and confirms that to the best of its knowledge and belief, there are no other facts the omission of
which makes any statement made in this Letter of Offer misleading and further confirms that it has
made all reasonable enquiries to ascertain such facts.
Minimum subscription
In accordance with Regulation 86(1) of the SEBI ICDR Regulations, our Company is not required to achieve
minimum subscription for the Rights Issue on account of the following reason:
1. Objects of the Rights Issue are for a purpose which is other than financing a capital expenditure for a
project; and
2. Our Promoter has confirmed vide his letter dated July 01, 2022 that the Promoters and Promoter
Group intend to subscribe to their rights entitlement and will not renounce rights except to the extent
of renunciation within the Promoters / Promoter Group.
Filing
For details, please refer section titled “General Information” on page 52 of this Letter of Offer.
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Withdrawal of the Issue
Subject to provisions of the SEBI ICDR Regulations, the Companies Act and other applicable laws, Our
Company in consultation with the Lead Manager, reserves the right not to proceed with the Issue at any
time before the Issue Opening Date without assigning any reason thereof.
If our Company withdraws the Issue any time after the Issue Opening Date, a public notice within two (2)
Working Days of the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons
for not proceeding with the Issue shall be issued by our Company. The notice of withdrawal will be issued
in the same newspapers where the pre-Issue advertisement has appeared and the Stock Exchanges will
also be informed promptly.
The Lead Manager, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA
Accounts within one (1) working Day from the day of receipt of such instruction. Our Company shall also
inform the same to the Stock Exchange.
If our Company withdraws the Issue at any stage including after the Issue Closing Date and subsequently
decides to proceed with an Issue of the Equity Shares, our Company will file a fresh offer document with
the stock exchanges where the Equity Shares may be proposed to be listed.
Important
Please read this Letter of Offer carefully before taking any action. The instructions contained in the
Application Form, Abridged Letter of Offer and the Rights Entitlement Letter are an integral part of the
conditions of the Letter of Offer and must be carefully followed; otherwise the Application is liable to be
rejected. It is to be specifically noted that this Issue of Rights Equity Shares is subject to the risk factors
mentioned in “Risk Factors” on page 27 of this Letter of Offer.
All enquiries in connection with this Letter of Offer, the Letter of Offer or Application Form and the Rights
Entitlement Letter must be addressed (quoting the Registered Folio Number or the DP and Client ID
number, the Application Form number and the name of the first Eligible Equity Shareholder as mentioned
on the Application Form and super scribed “Quint Digital Medial Limited– Rights Issue” on the envelope
to the Registrar at the following address:

Mumbai: 400 072
Contact Details: +91 22 4972 1245/ 2851 1022
Contact Person: –Mr Subhash Dhingreja
In accordance with SEBI Rights Issue Circulars, frequently asked questions and online/ electronic
dedicated investor helpdesk for guidance on the Application process and resolution of difficulties faced
by the Investors will be available on the website of the Registrar www.skylinerta.com. Further, helpline
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number provided by the Registrar for guidance on the Application process and resolution of difficulties is
+91 22 4972 1245.
The Issue will remain open for a minimum period of 15 days. However, our Board will have the right to
extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue
Opening Date (inclusive of the Issue Closing Date).
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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government
of India and FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and
the conditions subject to which foreign investment can be made in different sectors of the Indian
economy, FEMA regulates the precise manner in which such investment may be made. The Union Cabinet,
as provided in the Cabinet Press Release dated May 24, 2017, has given its approval for phasing out the
Foreign Investment Promotion Board (“FIPB”). Under the Industrial Policy, 1991, unless specifically
restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent
and without any prior approvals, but the foreign investor is required to follow certain prescribed
procedures for making such investment. Accordingly, the process for FDI and approval from the
Government will now be handled by the concerned ministries or departments, in consultation with the
Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (formerly known as the Department of Industrial Policy and Promotion) (“DPIIT”),
Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated June 5,
2017, has notified the specific ministries handling relevant sectors.
The Government has, from time to time, made policy pronouncements on FDI through press notes and
press releases. The DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Circular 2020”), which,
with effect from October 15, 2020, consolidated and superseded all previous press notes, press releases
and clarifications on FDI issued by the DPIIT that were in force and effect as on October 15, 2020. The
Government proposes to update the consolidated circular on FDI policy once every year and therefore,
FDI Circular 2020 will be valid until the DPIIT issues an updated circular.
The Government of India has from time to time made policy pronouncements on FDI through press notes
and press releases which are notified by the RBI as amendments to the FEMA. In case of any conflict, the
relevant notification under the FEMA Rules will prevail. The payment of inward remittance and reporting
requirements are stipulated under the Foreign Exchange Management (Mode of Payment and Reporting
of Non-Debt Instruments) Regulations, 2019 issued by the RBI. The FDI Circular 2020, issued by the DPIIT,
consolidates the policy framework in place as on October 15, 2020, and supersedes all previous press
notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect as on
October 15, 2020.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval
of the RBI, provided that (i) the activities of the investee company falls under the automatic route as
provided in the FDI Policy and FEMA Rules and transfer does not attract the provisions of the Takeover
Regulations; (ii) the non- resident shareholding is within the sectoral limits under the FDI Policy; and (iii)
the pricing is in accordance with the guidelines prescribed by SEBI and RBI.
No investment under the FPI route (i.e., any investment which would result in the investor holding 10%
or more of the fully diluted paid-up equity share capital of the Company or any FDI investment for which
an approval from the government was taken in the past) will be allowed in the Issue unless such
application is accompanied with necessary approval or covered under a pre-existing approval from the
government. It will be the sole responsibility of the investors to ensure that the necessary approval or the
pre-existing approval from the government is valid in order to make any investment in the Issue.
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Our Company being in the digital media industry (falling under the category of Uploading/Streaming of
News & Current Affairs through Digital Media) is subject to FDI cap of 26% of the paid-up capital of our
Company. Any FDI by a foreign entity would require the prior approval of the Government of India.
The Lead Manager and our Company will not be responsible for any allotments made by relying on such
approvals. Please also note that pursuant to Circular no. 14 dated September 16, 2003, issued by the RBI,
OCBs have been derecognized as an eligible class of investors and the RBI has subsequently issued the
Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Any Investor being an OCB is required not to be under the adverse notice of the RBI
and in order to apply for this issue as an incorporated non-resident must do so in accordance with the FDI
Circular 2020 and the FEMA Rules. Further, while investing in the Issue, the Investors are deemed to have
obtained the necessary approvals, as required, under applicable laws and the obligation to obtain such
approvals shall be upon the Investors. Our Company shall not be under an obligation to obtain any
approval under any of the applicable laws on behalf of the Investors and shall not be liable in case of
failure on part of the Investors to obtain such approvals.
The above information is given for the benefit of the Applicants / Investors. Our Company and the Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of the Letter of Offer. Investors are advised to make their independent
investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits
under laws or regulations.
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SECTION VIII – STATUTORY AND OTHER INFORMATION
Please note that the Rights Equity Shares applied for under this Issue can be allotted only in dematerialized
form and to (a) the same depository account/ corresponding pan in which the Equity Shares are held by
such Investor on the Record Date, or (b) the depository account, details of which have been provided to
our Company or the Registrar at least two (2) working days prior to the Issue Closing Date by the Eligible
Equity Shareholder holding Equity Shares in physical form as on the Record Date.
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MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company
(not being contracts entered into in the ordinary course of business carried on by our Company or contracts
entered into more than two years before the date of this Letter of Offer) which are or may be deemed
material have been entered or are to be entered into by our Company. Copies of the documents for
inspection referred to hereunder, would be available for inspection at the corporate office of the Company
till the issue closing date on working days and working hours between 11:00 A.M. to 5:00 P.M. and also
shall be available on the website of the Company at https://www.quintdigitalmedia.com from the date of
this Letter of Offer until the Issue Closing Date.
Additionally, any person intending to inspect the abovementioned contracts and documents
electronically, may do so, by writing an email to cs@thequint.com
1. Material Contracts for the Issue
(i) Issue Agreement dated July 05, 2022 entered into between our Company and the Lead Manager.
(ii) Registrar Agreement dated July 05, 2022 entered into amongst our Company and the Registrar to
the Issue.
(iii) Escrow Agreement dated August 05, 2022 amongst our Company, the Lead Manager, the
Registrar to the Issue and the Bankers to the Issue/ Refund Bank.
2. Material Documents
(i) Certified true copies of the Certificate of Incorporation, the Memorandum of Association and the
Articles of Association of our Company as amended from time to time.
(ii) Resolution of the Board of Directors dated February 07, 2022 in relation to the approval of this
Issue.
(iii) Resolution passed by our Board of Directors dated December 07, 2022 finalizing the terms of the
Issue including Record Date and the Rights Entitlement ratio
(iv) Resolution of the Board of Directors dated July 06, 2022 approving and adopting the Draft Letter
of Offer and taking note of the letter from Mr Raghav Bahl dated July 01, 2022 confirming the
intention of the Promoters and members of the Promoter Group to subscribe to their entitlement,
shares renounced in their favour by any member of the Promoter group and also to the
unsubscribed portion in the Rights Issue.
(v) Resolution of the Board of Directors dated December 07, 2022 approving and adopting the Letter
of Offer.
(vi) Consent of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory and Peer Review Auditor, Statutory Auditor of our Subsidiary, Lead Manager, Legal
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Advisor, the Registrar to the Issue, Banker to the Issue/ Refund Bank for inclusion of their names
in the Letter of Offer in their respective capacities.
(vii) Copies of Annual Reports of our Company for Financial years 2021, 2020, 2019, 2018 and 2017.
(viii) The examination reports dated July 05, 2022 of the Statutory Auditor, on our Company’s Audited
Financial Statements, included in this Letter of Offer.
(ix) Statement of Tax Benefits dated December 07, 2022from the Statutory Auditor included in this
Letter of Offer.
(x) Statement of Tax Benefits dated December 07, 2022 from ASDJ & Associates included in this Letter
of Offer.
(xi) Due Diligence Certificate dated July 13, 2022 addressed to SEBI from the Lead Manager.
(xii) Tripartite Agreement dated December 31, 2016 between our Company, NSDL and the Registrar
to the Issue.
(xiii) Tripartite Agreement dated December 30, 2016 between our Company, CDSL and the Registrar
to the Issue.
(xiv) In principle listing approval dated August 11, 2022 issued by BSE Limited.
(xv) SEBI Observation letter No: SEBI/NRO/CFD/DIL/57524/1/2022 dated November 11, 2022.
(xvi) Monitoring Agreement entered with ICRA Limited dated September 13, 2022.
(xvii) Certified copy of the Business Transfer Agreement dated May 06, 2020 between Quintillion Media
Limited and Quint Digital Media Limited for the acquisition of the digital content business on a
going concern basis.
(xviii) Certified copy of the Share Purchase Agreement dated November 10, 2021 between our
Company, Mr Raghav Bahl and Spunklane Media Private Limited
(xix) Certified Copy of the Share Purchase Agreement dated November 10, 2021 between our
Company, Quintillion Media Limited, Mr Raghav Bahl and RB Diversified Private Limited, as
amended by the Addendum dated January 19, 2022.
(xx) Consent letter dated October 27, 2022 of ICRA Limited., the monitoring agency.
(xxi) Consent letter dated November 28, 2022 of Mr Abhimanyu Bhandari, Advocate, Supreme Court
for the inclusion of his opinion in the Letter of Offer.
Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any
time if so, required in the interest of our Company or if required by the other parties, without reference
to the shareholders subject to compliance of the provisions contained in the Companies Act and other
relevant statutes.
309
DECLARATION
We hereby declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI,
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be,
have been complied with and no statement made in this Letter of Offer is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract
(Regulation) Rules, 1957 and the Securities and Exchange Board of India Act, 1992, each as amended, or
the rules, regulations or guidelines issued thereunder, as the case may be. We further certify that all the
statements and disclosures made in this Letter of Offer are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
Sd/- Sd/-
Raghav Bahl Ritu Kapur
(Non-Executive Director) (Managing Director and Chief Executive
Officer)
Sd/- Sd/-
Mohan Lal Jain Parshotam Dass Agarwal
(Non- Executive Director) (Non- Executive Independent Director)
Sd/- Sd/-
Sanjeev Krishana Sharma Abha Kapoor
(Non- Executive Independent Director) (Non- Executive Independent Director)
Sd/- Sd/-
Vandana Malik Vivek Agarwal
(Non- Executive Director) (Chief Financial Officer)
Place: New Delhi Date: December 07, 2022
310

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Letter of Offer

Dated: December 07, 2022

QUINT DIGITAL MEDIA LIMITED

DEFINITIONS AND ABBREVIATIONS .................................................................................................... 1

SUMMARY OF THIS LETTER OF OFFER .............................................................................. 20

SECTION II - RISK FACTORS............................................................................................... 27

SECTION III – INTRODUCTION .......................................................................................... 51

THE ISSUE ......................................................................................................................................... 51

SECTION IV – ABOUT THE COMPANY................................................................................ 91

FINANCIAL INDEBTEDNESS ............................................................................................................. 238

SECTION VI – LEGAL AND OTHER INFORMATION ............................................................ 242

SECTION VII – ISSUE INFORMATION ............................................................................... 264

TERMS OF THE ISSUE ...................................................................................................................... 264

SECTION VIII – STATUTORY AND OTHER INFORMATION ................................................. 307

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................... 308

DEFINITIONS AND ABBREVIATIONS

Company related terms

Issue Related Terms

The Rights Entitlements with a separate ISIN: INE641R20017 will be credited

Business and Industry related Terms or Abbreviations

Conventional Terms or Abbreviations

NO OFFER IN THE UNITED STATES

Currency and Units of Presentation

All references to:

Currency September March 31, 2022 March 31, March 31,

Industry and Market Data

5. Objects of the Issue

6. Summary of Financial Information

7. Summary of Outstanding Litigations

Litigations involving our Company

i) Cases filed against our Company:

Nature of Litigation Number of matters Amount involved*

ii) Cases filed by our Company:

Nature of Litigation Number of matters Amount involved*

Litigations involving our Promoters / Directors

Nature of Litigation Number of matters Amount involved*

Litigations involving our Subsidiaries

Nature of Litigation Number of matters Amount involved* (₹

9. Summary of Contingent Liabilities

Salaries and Raghav Bahl - - 9,41,877 0.27 - -

Pratosh Mittal - - 6,02,564 0.17 10,03,000 0.35

Vivek Agarwal 15,00,000 0.27 12,08,764 0.34 - -

Tarun Belwal 10,00,000 0.18 1,98,926 0.06 - -

Anukrati Agarwal - - 3,00,000 0.08 3,00,000 0.11

Anup Dutta 90,75,304 1.62 58,08,192 1.64 90,75,304 3.20

Acquisition of QML - - 27,72,94,844 78.23 - -

Transition QML - 1,86,15,868 1.94 -

QML - - - - 31,66,869 1.12

QBML 7,70,00,000 13.76 5,00,00,000 14.11

Purchase of RB Diversified 11,53,14,391 20.60 - -

Repayment of Bloomberg L.P. 4,76,63,577 8.51 - -

Other Equity Bloomberg L.P. - 45,21,47,503 127.56 -

Sale of QML - - 27,72,94,844 78.23 - -

13. Split or consolidation of Equity Shares in the last one year

INTERNAL RISK FACTORS

Litigations involving our Company

i) Cases filed against our Company:

Nature of Litigation Number of matters Amount involved*

Nature of Litigation Number of matters Amount involved*