*** During the year the Company came up with the public issue of 15,30,000 Equity shares of Face value of ?10/- each equity shares through Fixed Price Method, IPO was open for subscription from April 18, 2023 to April 21,2023. The Company has allotted 15,30,000 Equity shares of Face value of ?10/- each equity shares for cash at a price of ?61/- per Equity Share (including a share premium of ?51/- per Equity Share) aggregating to ?933.30 Lakhs on April 28, 2023. The equity shares of the Company got listed with Emerge platform of National Stock Exchange of India Limited on May 02, 2023. The issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Previous Year

During the year, the Company has issued and allotted 1,10,00,000 warrants, each convertible into one equity share of face value ?10, on a preferential allotment basis to the Promoter/Promoter Group and certain identified Non-Promoter persons/entities, at an issue price of ?196.17 per warrant (including premium).

The Company has received 25% of the issue price, i.e. ?49.04 per warrant, aggregating to ?5,39,44,000 as warrant subscription money. The balance 75% of the issue price, i.e. ?147.13 per warrant, shall be payable by the respective allottees within 18 months from the date of allotment at the time of exercising the option to convert the warrants into fully paid-up equity shares.

As of the balance sheet date, the allottees have not exercised their option for conversion, and accordingly, the balance 75% of the issue price towards such warrants is yet to be received.

During the Year

During the year, the Company has converted 28,63,796 share warrants into equity shares of face value ?10 each, at a price of ?196.17 per share, which includes a premium of ?186.17 per share. The balance 75% of the consideration in respect of these warrants has been received in cash by the Company at the time of conversion.

As on the balance sheet date, 81,36,204 share warrants remain outstanding, in respect of which the option for conversion into equity shares has not yet been exercised by the allottees. Consequently, the balance 75% of the consideration for these warrants is yet to be received.

Secured Loan from Bank

• HDFC Bank Limited (Outstanding Amount- ?107.18 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?2,60,423/- each. The remaining maturity period is 50 Months from Balance sheet Date. Rate of Interest is 9.50% p.a.

• HDFC Bank Limited (Outstanding Amount-?132.08 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?3,31,829/- each. The remaining maturity period is 48 Months from Balance sheet Date. Rate of Interest is 9.50% p.a.

• Axis Bank Limited (Outstanding Amount-?56.58 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?2,07,584/- each. The remaining maturity period is 31 Months from Balance sheet Date. Rate of Interest is 9% p.a.

• Axis Bank Limited (Outstanding Amount-?78.88 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?2,10,997/- each. The remaining maturity period is 45 Months from Balance sheet Date. Rate of Interest is 9.70% p.a.

Secured Loan from Bank

• HDFC Bank Limited (Outstanding Amount-?107.18 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?2,60,423/- each. The remaining maturity period is 50 Months from Balance sheet Date. Rate of Interest is 9.50% p.a.

• HDFC Bank Limited (Outstanding Amount-?132.08 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?3,31,829/- each. The remaining maturity period is 48 Months from Balance sheet Date. Rate of Interest is 9.50% p.a.

• Axis Bank Limited (Outstanding Amount- ?56.58 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?2,07,584/- each. The remaining maturity period is 31 Months from Balance sheet Date. Rate of Interest is 9% p.a.

• Axis Bank Limited (Outstanding Amount-?78.88 Lakhs) Secured against Includes hypothecation against motor car. The loan is repayble in 60 equal monthly installment of ?2,10,997/- each. The remaining maturity period is 45 Months from Balance sheet Date. Rate of Interest is 9.70% p.a.

• Overdraft Facility Secured from Indian Overseas Bank Limited-No. Which is hypotheticated against Book Debts, Residential Immovable property suited at QD-4, Pitampura, Delhi-110034 owned by Directors and Personal guarantee of Directors and Family members. The Loan is carring at the Interest Rate of 11.10% p.a.

• Fixed Deposit overdraft Facility Secured from Axis Bank. Which is Lein/Pledged against Fixed Deposit amounting to ?1.33 cr. The Loan is carring at the Interest Rate of 8.60% p.a.

• Bill Discounting backed by Inland Letter of Credit Facility Secured from Axis Bank. Which is Inland Bills with title to the goods duly endorsed in favour of the Bank and mentioning the L/C number and date. The Loan is carring at the Interest Rate of 8.77% p.a.

1. The Company is in the process of developing a mobile software application designed specifically for facilitating the application of new loans by customers. This initiative is part of the Company's strategic plan to enhance customer engagement, improve operational efficiency, and expand its digital footprint in the financial services sector. As of the balance sheet date, the software is in the development stage, with costs being capitalized under intangible assets. These costs include salaries, software tools, legal and professional expenses and testing expenses. The project is expected to be completed and launched in the coming years, offering significant future economic benefits and enhancing our market position in the financial technology sector.

2. The company has taken a project for providing the service of survey and marketing of solar project. This project is currently under process.

Current Year

1. During the year, the Company has further invested in its wholly owned subsidiary, Qtouch Business Solutions Private Limited, by subscribing to 68,100 equity shares of face value ?10 each at a price of ?1,984.25 per share (including a premium of ?1,974.25 per share). The total investment amounts to ?13.51 crores and was made through an increase in the subsidiary's share capital, thereby strengthening the subsidiary's capital base and supporting its business expansion initiatives.

2. During the year, the Company has acquired 100% of the equity shares of Techquench Private Limited by purchasing 10,000 equity shares of face value ?10 each at a price of ?3,000 per share. The total consideration for the acquisition amounted to ?3.00 crores. Pursuant to this acquisition, Techquench Private Limited has become a wholly owned subsidiary of the Company.

3. During the year, the Company acquired 100% of the equity shares of Vidyahub Private Limited by purchasing 10,000 equity shares at a price of ?12,000 per share. The total consideration for the acquisition amounted to ?12 crores. As a result, Vidyahub Private Limited has become a wholly owned subsidiary of the Company.

4. During the year, the Company acquired 100% of the equity shares and 100% of the compulsorily convertible preference shares (CCPS) of Earth Leasing & Finance Private Limited, comprising 20,00,000 equity shares at a price of ?13 per share and 6,00,000 CCPS at ?46 per share. Consequently, Earth Leasing & Finance Private Limited has become a wholly owned subsidiary of the Company.

Though the transfer of shares is subject to approval by the Reserve Bank of India (RBI), the Company obtained control over the subsidiary upon execution of the share purchase agreement, and accordingly, consolidation has been accounted for from that date.

5. The Company has invested in 3.79% of the equity shares of Akshar Fee Management Solutions Private Limited. As a result, Akshar Fee Management Solutions Private Limited does not qualify as a subsidiary or an associate of the Company.

6. The Company has invested in 14.78% of the equity shares of Srikaya Foundation. Consequently, Srikaya Foundation does not qualify as a subsidiary or an associate of the Company.

7. During the year, the Company acquired 48% of the equity shares of Pinnacle Exim IT Solution LLC, amounting to 144 shares at a price of USD 57,737.92 per share. As a result of this investment, Pinnacle Exim IT Solution LLC has become an associate of the Company.

The Company has strategically acquired equity shares in several companies during the year with a long-term vision to enhance shareholder value and strengthen its position in key sectors. These investments are in line with the Company's broader objective of expanding its business portfolio, leveraging synergies, and fostering sustainable growth. By investing in entities with strong fundamentals and growth potential, the Company aims to create a robust and diversified business ecosystem. These investments are expected to contribute positively to the consolidated performance and enable the Company to capitalize on emerging opportunities in domestic and global markets."

The Company's use of a fixed deposit to secure an overdraft facility demonstrates prudent financial management by leveraging existing assets to meet operational funding needs while mitigating risk through secured borrowing.

Note:

Current Year

The Company closed its Dubai Internet City branch due to insufficient market response. Meanwhile, the Company has initiated the process of converting the DAFZA branch into a wholly owned subsidiary of QuickTouch Technologies Limited, to better facilitate international growth and operational efficiency.

Previous Year

During the previous financial year, the company incorporated two branches in Dubai to expand its international operations. The first branch is located in Dubai Internet City, and the second branch is situated in the Dubai Airport Freezone Authority (DAFZA). These branches are established to enhance our presence in the global market for educational software and the trading of IT-enabled goods. This expansion is aimed at tapping into new markets, fostering international growth, and diversifying our revenue streams. The incorporation costs and related investments have been capitalized and are reflected in the financial statements.

Note: The Company has paid a capital advance for the acquisition of office space. However, the possession and sale deed for this property are still pending. The project has experienced significant delays due to ongoing litigation involving the developer, who is currently undergoing the Corporate Insolvency Resolution Process (CIRP). The company is closely monitoring the situation and is in regular contact with the relevant authorities to expedite the resolution. The capital advance is recorded as a long term advance in the financial statements, pending the finalization of the sale deed and possession of the property.

As of March 31,2025, the Company has placed a fixed deposit of ?1.25 crore with Axis Bank. This fixed deposit has been pledged as security for obtaining an overdraft (OD) facility from Axis Bank.

The Company has availed an overdraft facility from Axis Bank, secured against the aforementioned fixed deposit. The overdraft facility is reflected as a current liability under "Short-term Borrowings" on the Balance Sheet. Correspondingly, the pledged fixed deposit is shown under "Other Current Assets.

1. The company has paid a security deposit for the leased office space it occupies. This deposit is refundable at the end of the lease term, subject to the terms of the lease agreement.

2. A 1% security deposit was paid to the NSE at the time of the Initial Public Offering (IPO). This deposit is held as per regulatory requirements and will be returned upon meeting the stipulated conditions.

3. The company has also made EMD (Earnest Money Deposit) payments for various projects currently under consideration. These deposits are classified as current assets and will either be adjusted against future payments if the projects proceed or refunded in case the projects do not materialize.

NOTE : 30 EARNING PER SHARE

Basic and diluted earnings per share are calculated by dividing the net Profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The group has not issued potential equity shares, accordingly, basic, and diluted earning per share are the same.

* During the year, the Company has undertaken merchanting trade transactions, wherein goods were purchased for ?3069.19 lakhs from overseas suppliers and sold to overseas customers for ?3293.91/- lakhs. The goods involved in such transactions were shipped directly from the vendor to the customer, and did not physically enter or leave the territory of India.

Although these transactions have resulted in earnings in foreign exchange, they do not qualify as "export of goods" for the purposes of reporting under Schedule III of the Companies Act, 2013, as there is no physical movement of goods out of India.

b) Bank Guarantee

During the year, the Company has provided a bank guarantee amounting to ?3.85 crore on 12th February 2025 in favour of Indian Overseas Bank, on behalf of its wholly owned subsidiary, Tronix IT Solutions Private Limited, towards credit facilities availed by the subsidiary.

The Company does not expect any liability to arise on account of this guarantee, and the exposure is being monitored on a regular basis.

NOTE : 35.2 EVENTS OCCURING AFTER BALANCE SHEET DATE

1. Subsequent to the balance sheet date, on 23.04.2025, the company converted 10 lakhs share warrants into an equivalent number of equity shares of ?10 each, upon receipt of the balance 75% subscription money amounting to ?1471.28 lakhs from Mr. Ram Gopal Jindal. This is a non-adjusting event under AS 4, as the conversion occurred after the reporting date. However, the event is material in nature and is accordingly disclosed in the financial statements. The equity share capital and securities premium account will be updated in the subsequent financial year to reflect the conversion.

2. Subsequent to the balance sheet date, the company has received in-principle authorisation from the Reserve Bank of India (RBI) for its account aggregator software platform (QuickPay) on 20.05.2025. This approval marks a significant milestone in the company's efforts to expand its presence in the financial technology domain. This is a non-adjusting event under AS 4, as the approval was granted after the reporting date. However, considering its strategic importance, the company has disclosed this event in the financial statements for the information of the users.

NOTE : 37 INFORMATION ABOUT BUSINESS SEGMENTS

Operating segments:

• Software & Support Service

• Trading of Mobile & IT Enabled goods

Identification of segments: The chief operational decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss of the segment and is measured consistently with profit or loss in these financial statements. Operating segments have been identified on the basis of the nature of products.

Segment revenue and results: The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income).

Segment assets and liabilities: Assets used by the operating segments mainly consist of Intangible Assets, trade receivables, cash and cash equivalents and inventories. Segment liabilities include trade payables and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets/liabilities.

SALES REVENUE BY GEOGRAPHICAL MARKET

The following table shows the distribution of the Company's consolidated sales by geographical market, regardless of where the goods and services were produced.

Assets and additions to tangible and intangible fixed assets by geographical area

NOTE : 39 DISCLOSURE OF CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES (CSR UNDER SECTION 135 OF COMPANIES ACT 2013)

As per Section 135 of the Act, the Company meeting the applicability threshold, is required to spend at least 2% of its average net profit for the immediate preceeding three financial years on CSR activities. The area of CSR activities are as per Schdule V of the Companies Act 2013, which inclides promoting education, promoting healthcare and Eradicating hunger, poverty and malnutrition, distribution of food, drinking water and cloth.

NOTE : 42 UTILISATION OF INITITAL PUBLIC ISSUE PROCEEDS

Proceeds from subscription to the share warrant made during the year ended March 31, 2025 and Issue of Equity shares under Public Issue of 2023-24, made during the year ended March 31, 2024 have been utilised in the following manner:

Current Year

1. During the year company has converted 28,63,796 share warrants into equity shares. Each share was priced at ?196.17, which includes a premium of ?186.17 per share. The remaining 75% balance on these share warrants have been received by the company in cash at the time of conversion. The remaining allottees holding 81,36,204 share warrants have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

2. During the year, the Company has issued and allotted 31,72,200 Equity Shares at price of Rs. 144 each under the preferential issue and receipt of stipulated amount in accordance with provisions of SEBI ICDR Regulations to ?4567.97 lakhs. Further the company has unutilized funds of ?1231.97 lakhs which will be utilized by the company in next year.

Previous year

1. During the previous year the Company came up with the public issue of 15,30,000 Equity shares of Face value of ?10/- each equity shares through Fixed Price Method at a price of ?61/- per Equity Share (including a share premium of ?51/- per Equity Share) aggregating to ?933.30 Lakhs."

2. During the previous year, the Company has issued and allotted 1,10,00,000 warrants, each convertible into one equity share of ?10 each, on Preferential allotment basis at an issue price of ?196.17 per warrant (Including Premium), to the Promoter/ Promoter Group of the Company and certain identified non-promoter persons/entity, upon receipt of 25% of the issue price (i.e. ?49.04 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. ?147.13 per warrant) shall be payable within 18 months from the date of allotment i.e. February 01, 2024 at the time of exercising the option to apply for fully paid-up equity share of ?10 each of the Company, against each warrant held by the warrant holder. The respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.