Quadpro ITeS Ltd Directors Report

Dear Shareholders,

Your Board of directors have pleasure in presenting the 16th Annual Report on the business and operations of the Company ("the Company"), along with the Audited Financial Statements for the financial year ended March 31, 2026.

Financial summary / highlights of performance of the Company

The financial statements of your Company for the financial year 2025-26 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("IND AS") and SEBI (Listing Obligations and Disclosure Requirements) which form part of this Annual Report

		(Amount in lakhs)
Particulars	Financial Year 2025 - 2026	Financial Year 2024 - 2025
Revenue from operations	643.94	784.80
Other Income	58.40	45.68
Total Income	702.34	830.49
Less: Operating expenditure before Finance cost,	577.42	649.12
depreciation and amortization
Earnings before Finance cost,	124.92	181.37
depreciation and amortization (EBITDA)
Less: Finance costs	9.09	1.08
Depreciation and amortization expense	82.46	95.53
Profit before tax	33.37	84.76
Less: Tax expense	12.81	21.00
Profit for the year (PAT)	20.56	63.76

REVIEW OF OPERATIONS:

The Revenue from operations of the Company for the year under review was Rs. 643.94 Lakhs as compared to Rs. 784.80 lakhs in the previous financial year. The Company has earned Net Profit of Rs. 20.56 Lakhs as compared to Net Profit of Rs. 63.76 Lakhs in the previous financial year. The Net profit of the Company decreased about 67.75% as compared to previous financial year. The decline in profit is mainly due to a significant drop in core operational revenue and a steep decline in EBITDA. While other income rose and depreciation slightly fell, these were not sufficient to counterbalance the lower earnings from the companys primary business activities.

Dividend

With a view to conserve the resources of company for future growth, the Board of Directors do not recommend any Dividend for the Financial Year 2025-26.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

Change in Nature of Business

During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

Change In the Registered Office

During the year under review, there was no change in the registered office of the Company.

The Registered Office of the Company is located at:

S-3, Second Floor 53 to58, Sri Chakravarthy Complex VV Puram, Sajjan Rao Circle, Bangalore-560004, Karnataka, India.

The Corporate Office of the Company is situated at:

408, Kirtiman Complex, B/H Rembarndt, Off CG Road, Ahmedabad-380006, Gujarat, India.

SHARE CAPITAL

During the year under review, no changes were carried out in the authorized share capital and Paid-Up share capital of the Company.

Authorized Capital

The Authorised Equity Share Capital of the Company as on March 31, 2026 was Rs. 11,00,00,000/-(Rupees Eleven Crores Only) divided into 5,50,00,000 (Five Crore Fifty Lacs) Equity Shares of Rs. 2/- (Rupees Two Only) each.

Issued, Subscribed & Paid-Up Capital

The issued, subscribed & paid-up Equity Share Capital of the Company is Rs. 10,11,00,000 (Rupees Ten Crores Eleven Lacs Only) divided into 5,05,50,000 (Five Crores Five Lacs Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two Only) each.

BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL Constitution of Board:

As on the date of this report, the Board comprises following Directors

Name of	Category	Initial	Date of	Total	Directorship	No. of Committeeˆ		No. of	Inter-se
Director	Cum Designation	Date of Appoint- ment	Appoint- ment at current Term	Directorship in other Companies	in other Listed Companies excluding our Company	in which Director is Members	in which Director is Chairman	Shares held as on March 31, 2026	Relation between Directors
Mr. Sandeepkumar Vishwanath Agrawal	Chairman & Managing Director	April 22, 2021	May 11, 2023	5	1	0	0	1426500 Equity Shares	Father of Mr. Abhishek Agrawal & Spouce of Mrs. Poonam Sandeepkumar Agrawal
Mr. Abhishek Sandeepkumar Agrawal	Non- Executive Director	Sept. 24, 2022	May 11, 2023	3	2	4	1	1351500 Equity Shares	Son of Sandeepkumar Agrawal & Son of Mrs. Poonam Sandeepkumar Agrawal
Mrs. Bhoomika Aditya Gupta	Non-Executive Independent Director	Sept. 24, 2022	Sept. 13, 2025	2	2	5	1	-	No Relation
Mr. Siddharth Sampatji Dugar	Non-Executive Independent Director	April 09, 2021	Sept. 13, 2025	4	2	5	2	-	No Relation

^Committee includes Audit Committee and ShareholdersGrievances Committee across all Public Companies. Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations. The number of directorship is within the limits laid down under section 165 of the Companies Act, 2013.

INFORMATION ON DIRECTORATE

During the year under review, there were no changes in constitution of the Board of Directors of the Company except as furnished below;

1. Retirement by rotation and subsequent re-appointment:

Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943), Non-Executive Director of the Company, being liable to retire by rotation at the 15th Annual General Meeting held on September 13, 2025, pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and being eligible for re-appointment, was reappointed as a Director of the Company.

2. Re-appointment of Independent Director:

- Mr. Siddharth Sampatji Dugar (DIN: 07703369), Non-Executive Independent Director of the Company, who was appointed for his first term of five consecutive years with effect from April 09, 2021, was re-appointed as an Independent Director for a second term of five consecutive years commencing from April 09, 2026 and ending on April 08, 2031, pursuant to the approval of the Members at the 15th Annual General Meeting held on September 13, 2025.

- Mrs. Bhoomika Aditya Gupta (DIN: 02630074), Non-Executive Independent Director of the Company, who was appointed for her first term of five consecutive years with effect from July 30, 2021, was re-appointed as an Independent Director for a second term of five consecutive years commencing from July 30, 2026 and ending on July 29, 2031, pursuant to the approval of the Members at the 15th Annual General Meeting held on September 13, 2025.

KEY MANAGERIALPERSONNEL:

During the year under review, there were no changes in the Key Managerial Personnel ("KMPs")of the Company as per Sections 2(51) and 203 of the Companies Act, 2013 : As on date of this report, the following are the Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Companies Act, 2013:

- Mr. Sandeepkumar Vishwanath Agrawal as Chairman and Managing Director of the company,

- Mr. Krunal Ashokkumar Jethva as Chief Financial Officer of the company

- Mrs. Sweety Vinod Agrawal as Company Secretary and Compliance Officer of the company

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR- 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31, 2026 your Company has Two Non-Promoter Non-Executive Independent Directors in line with the act. Your Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 14, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Meeting of Board of Directors

The Board of your Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses. Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly performance of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at corporate office of the Company. During the year under the review, Board of director of your company met 4 (Four) times as on 28 May, 2025, 14 August, 2025, 14 November, 2025 and 14 February, 2026.

The details of the attendance of each Director at the Board Meetings are given below.

		Name of Directors
Date of Board Meetings	Sandeepkumar Vishwanath Agrawal	Abhishek Sandeepkumar Agrawal	Siddharth Sampatji Dugar	Bhoomika Aditya Gupta
28.05.2025	-	-	-	-
14.08.2025	-	-	-	-
14.11.2025	-	-	-	-
14.02.2026	-	-	-	-
Meeting	4	4	4	4
Eligible to
Attend
Meeting	4	4	4	4
Attended

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting	Date of General Meeting
1 Annual General Meeting	September 13, 2025

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013.

As at March 31, 2026, the Audit Committee comprised of Mr. Siddharth Sampatji Dugar (Non-Executive Independent Director) as Chairperson and, Mrs. Bhoomika Aditya Gupta (Non-Executive Independent Director), as member and Mr. Abhishek Sandeepkumar Agrawal (Non-Executive Director) as member.

During the year under review, Audit Committee met 4 (Four) times i.e on 28th May, 2025, 14st August, 2025, 14th November, 2025 and 14th February, 2026.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Category	Designation	Number of meetings during the
		in	financial year 2025-26
		Committee	Held	Eligible to attend	Attended
Mr. Siddharth Sampatji Dugar	Independent Director	Chaiman	4	4	4
Mr. Abhishek Sandeepkumar Agrawal	Non Executive Director	Member	4	4	4
Mrs. Bhoomika Aditya Gupta	Independent Director	Member	4	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the Boards Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://www.quadpro.co.in/files/Whistle%20Blower%20Policy.pdf

Stakeholders Relationship Committee:

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Nonreceipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholders Relationship Committee met 4 (Four) times viz on, 28 May, 2025, 14 August, 2025, 14 November, 2025 and 14 February, 2026.

The composition & attendance of the Stakeholders Relationship Committee are as given below:

Name of Members	Category	Designation in	Number of meetings during the financial year 2025-26
		Committee	Held	Eligible to attend	Attended
Mr. Abhishek Sandeepkumar Agrawal	Non-Executive Director	Chairman	4	4	4
Mrs. Bhoomika Aditya Gupta	Independent Director	Member	4	4	4
Mr. Siddharth Sampatji Dugar	Independent Director	Member	4	4	4

Also, during the year, your Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2026.

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal along with remuneration.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times i.e on 14th August, 2025 and February 14, 2026 The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in	Number of meetings during the financial year 2025-26
		Committee	Held	Eligible to attend	Attended
Mr. Siddharth Sampatji Dugar	Independent Director	Chairperson	2	2	2
Mrs. Bhoomika Aditya Gupta	Independent Director	Member	2	2	2
Mr. Abhishek Sandeepkumar Agrawal	Non-Executive Director	Member	2	2	2

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.quadpro.co.in/files/Nomination%20&%20Remuneration%20Policy.pdf

Remuneration of Directors

The details of remuneration paid during the financial year 2025-26 to Executive Directors of the Company is provided in Annual Return which is available on www.quadpro.co.in

DirectorsResponsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31-03-2026 and of the profit and loss of the company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PUBLIC DEPOSIT:

Your company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such incidence took place during the year.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies. Hence, details relating to Subsidiary/Joint Ventures/Associate Companies are not provided for. The Company is the Subsidiary Company of Airan Limited.

CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practicesin international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As your company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of India Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans givens, investment made, guarantees given and securities provided by the Company under Section 186 of the Companies Act, 2013 forms part of Notes to the Financial Statement provided in this annual report.

WEB LINK OF ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://www.quadpro.co.in/files/2024-25- annual%20return.pdf

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable. During the year under review, the Company did not enter into any contract or arrangement with related parties requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 does not form part of this Report. The details of Related Party Transactions as required under the applicable Accounting Standards are disclosed in the Notes to the Standalone and Consolidated Financial Statements forming part of this Annual Report. The Company has a mechanism in place to obtain prior omnibus approval of the Audit Committee for transactions which are repetitive and of a foreseen nature. All such related party transactions entered into under omnibus approval are reviewed and placed before the Audit Committee and the Board on a quarterly basis.

The Companys Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website and can be accessed at: https://www.quadpro.co.in/files/Related%20Party%20Transaction%20Policy.pdf

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations M/s. Aditya Deora & Co., Chartered Accountants the statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report annexed as an Annexure D to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2026, our internal financial controls were adequate and operating effectively.

CHANGE OF NAME DURING THE YEAR

During the year under review there was no change in the name of the Company.

MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF REPORT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2026 to the date of this Report .

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

PREVENTION OF SEXUALHARASSMENT AT WORKPLACE

The Company has always fostered a safe and inclusive work environment for all employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) at all its workplace locations.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a framework for addressing complaints in a gender-neutral and confidential manner.

During the year under review, a) number of complaints of sexual harassment received in the year- NIL b) number of complaints disposed off during the year- NA c) number of cases pending for more than ninety days-NA

The Policy is available on the Companys website at: https://www.quadpro.co.in/files/Anti%20Sexual%20Harassment%20Policy%20QP.pdf

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of energy -i.) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. ii.) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted. iii.) The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. Technology absorption -i.) The effort made towards technology absorption: Not Applicable. ii.) The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable iii.) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -a. The details of technology imported: Nil. b. The year of import: Not Applicable. c. Whether the technology has been fully absorbed: Not Applicable. d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable. iv.) The expenditure incurred on Research and Development: Nil C. Foreign Exchange Earnings & Expenditure: i.) Details of Foreign Exchange Earnings: Nil ii.) Details of Foreign Exchange Expenditure: Nil

Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 related to corporate Social Responsibility are not applicable to the Company as company does not fall under the criteria specified under the said section.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, the members of the company at the Annual General Meeting held on September 13, 2025 appointed M/s. Aditya Deora &Co. ,Chartered Accountants, auditor of the Company for a period of five years from the conclusion of 15th AGM held in year 2025 till the conclusion of Annual General Meeting of the Company to be held in the year 2030.

The Auditors Report on the financial statements of the Company for the financial year 2025-26 forms part of this Annual Report. The Notes to the Financial Statements, as referred to in the Auditors Report, are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

INSURANCE

Your company has taken appropriate insurance for all assets against foreseeable perils.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INTERNALAUDITOR

Pursuant to Section 138 of Companies Act 2013, your Company had appointed M/s. SMJ & Associates Chartered Accountant (FRN: 137347W), Ahmedabad, as an Internal Auditor of the Company for the Financial year 2025-26.

MAINTENANCE OF COST RECORD

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIALRELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) were also evaluated by the Independent Directors of the Company at their separate meeting held on February 14, 2026

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. SCS AND CO LLP, Practicing Company Secretary, Ahmedabad, to conduct the secretarial audit of the Company for the Financial Year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2025-26 is annexed to this report as an Annexure-B

There have been few common annotation reported by the above Secretarial Auditors in their Report with respect to:

1. The PDF disclosure pertaining to the Closure of Trading Window for the financial results for the period ended March 31, 2026 was filed with the Stock Exchange on March 27, 2026, whereas the corresponding XBRL filing was made on May 02, 2026.

Management Reply : The Management acknowledges the observation and confirms that the delay was inadvertent. The Company shall take necessary steps to ensure timely compliance with the applicable disclosure requirements going forward.

2. Delay in submitting outcome of the Board Meeting was required to be disclosed by 3:15 p.m. However, the outcome was disclosed at 3:54 p.m., resulting in a delay of 39 minutes beyond the prescribed timeline.

Management Reply : The Management acknowledges the observation and confirms that the delay was inadvertent. The Company shall take necessary steps to ensure timely compliance with the applicable disclosure requirements going forward.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.quadpro.co.in in containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

SIGNIFICANT/MATERIALORDERS PASSED BY THE REGULATORS:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIALYEAR:

During the Financial Year 2025-26, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

GENERALDISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review: (i) Details relating to deposits covered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(v) Annual report and other compliance on corporate social responsibility

(vi) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented as Annexure-C forming part of this Annual Report.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.