Quadpro ITeS Ltd Directors Report

To,

The members,

Your Board of directors have pleasure in presenting the 14 th Annual Report on the business and operations of the Company, along with and the Audited Financial Statements accounts for the financial year ended 31 st March, 2024.

FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY

The financial statements of your Company for the financial year 2023-24 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.

(Rs in lacs)

Particulars	Financial Year 2023 - 2024	Financial Year 2022 - 2023
Revenue from operations	902.68	864.96
Other Income	29.66	73.59
Total Income	932.34	938.55
Less : Operating expenditure before Finance cost, depreciation and amortization	667.83	720.18
Earnings before Finance cost, depreciation and amortization (EBITDA)	264.51	218.37
Less: Finance costs	-	4.05
Depreciation and amortization expense	143.83	105.66
Profit before tax	120.68	108.66
Less: Tax expense	39.33	29.16
Profit for the year (PAT)	81.35	79.50

REVIEW OF OPERATIONS:

The Total Revenue of the Company for the year under review is Rs.932.34 Lakhs as compared to Rs. 938.55 lakhs in the previous financial year. The Company has earned Net Profit of Rs. 81.35 Lakhs as compared to Net Profit of Rs. 79.50 Lakhs in the previous financial year. The Net profit of the Company increased about 2.33% as compared to previous financial year.

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 2023-24.

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, 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.

SHARE CAPITAL

Authorized Capital

The Authorised Equity Share Capital of the Company as on March 31, 2024 is 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 Cores Five Lacs Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two only) each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board:

As on the date of this report, the Board comprises following Directors and the changes that took place during the FY 2023-24;

Name of Director	Category Cum Designation	Initial Date of Appointment	Date of Appointment at current Term	Total Directorship in other Companies	Directorship in other Listed Companies excluding our Company	No. of Committee*		No. of Shares held as on March 31, 2024	Inter-se Relation between Directors
						in which Director is Members	in which Director is Chairman
Mr. Sandeepkumar Vishwanath Agrawal	Chairman & Managing Director	March 10, 2021	May 11, 2023	5	1	0	0	1426500 Equity Shares	Father of Mr. Abhishek Agrawal
Mr. Abhishek Sandeepkumar Agrawal	Non Executive Director	March 10, 2021	May 11, 2023	3	2	4	1	675750 Equity Shares	Son of Sandeepkumar Agrawal
Mrs. Bhoomika Aditya Gupta	Non-Executive Independent Director	July 30, 2021	Sept. 24, 2022	2	2	5	1		No Relation
Mr. Siddharth Sampatji Dugar	Non-Executive Independent Director	March 10, 2021	April 08, 2021	4	2	5	2		No Relation

ACommittee includes Audit Committee and Shareholders Grievances 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.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their 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 following changes in constitution of the Board of Directors of the Company as furnished below;

1. In the Board meeting held on May 11, 2023,

• Board has been approved the Change in Designation of Mr. Abhishek Sandeepkumr Agrawal (DIN: 07613943) from Managing Director to Non-Executive Director of the Company, liable to retire by rotation.

• Board has been approved the Change in Designation of Mr. Sandeepkumar Vishwanath Agrawal (DIN: 02566480) from Chairman and Executive Director to Managing Director of the Company, not liable to retire by rotation.

2. In the Annual General Meeting held on September 27, 2023,

• Members of the company has been approved the change in designation of Mr. Abhishek Sandeepkumr Agrawal (DIN: 07613943) from Managing Director to Non-Executive Director of the Company, liable to retire by rotation.

• Members of the company has been approved the change in designation of Mr. Sandeepkumar Vishwanath Agrawal (DIN: 02566480) from Chairman and Executive Director to Managing Director of the Company for a period of five years, w.e.f. May 11, 2023, not liable to retire by rotation.

3. Retirement by rotation and subsequent re-appointment:

• Mr. Abhishek Sandeepkumr Agrawal (DIN: 07613943), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for reappointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

KEY MANAGERIAL PERSONNEL:

As on date of this report, the following Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

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

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

• Mrs. Stuti Kinariwala 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, 2024 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 March 31, 2024 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

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 registered office of the Company.

During the year under the review, 5 Board meetings were held viz. 11* May, 2023, 28* May, 2023, 25* August, 2023, 1T November, 2023 and 13* February, 2024.

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
11.05.2023	?	?	?	?
28.05.2023	?	?	?	?
25.08.2023	?	?	?	?
11.11.2023	?	?	?	?
13.02.2024	?	?	?	?
Meeting Eligible to Attend	5	5	5	5
Meeting Attended	5	5	5	5

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 27, 2023

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 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2024, the Audit Committee comprised of Mr. Siddharth Dugar (Non-Executive Independent) as Chairperson and, Mrs. Bhoomika Gupta (Non-Executive Independent), as member and Mr. Abhishek Sandeepkumar Agrawal (Non Executive Director) as member.

During the year under review, Audit Committee met 5 (Five) times i.e on . 11* May, 2023, 28* May, 2023, 25* August, 2023, 11* November, 2023 and 13* February, 2024.

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

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
CA Siddharth Dugar	Independent Director	Chaiman	5	5	5
Mr. Abhishek Agrawal	Non Executive Director	Member	5	5	5
Mrs. Bhoomika Gupta	Independent Director	Member	5	5	5

After closure of financial year, Board of directors in its meeting held on August 31, 2024 approved the re constitution of Audit committee of the company due to change in designation of Mr. Abhishek Sandeepkumar Agrawal and Mr. Sandeepkumar Vishwanath Agrawal. After this change, the new composition of the Audit Committee is as given below;

Name of Director	Designation	Designation of Committee
Mr. Siddharth Sampatji Dugar	Independent Director	Chairman
Mrs. Bhoomika Gupta	Independent Director	Member
Mr. Abhishek Agrawal	Non Executive Director	Member

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 Grievance & 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 Grievance & Relationship Committee met 4 (Four) times viz on 28* May, 2023, 25* August, 2023, 11* November, 2023 and 13* February, 2024.

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

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Mr. Sandeepkumar Agrawal	Chairman & Managing Director	Chairman	4	4	4
Mrs. Bhoomika Gupta	Independent Director	Member	4	4	4
CA Siddharth Dugar	Independent Director	Member	4	4	4

After closure of financial year, Board of directors in its meeting held on August 31, 2024 approved the re constitution of Audit committee of the company due to change in designation of Mr. Abhishek Sandeepkumar Agrawal and Mr. Sandeepkumar Vishwanath Agrawal. After this change, the new composition of the Audit Committee is as given below;

Name of Director	Designation	Designation of Committee
Mr. Abhishek Agrawal	Non Executive Director	Chairman
Mr. Siddharth Sampatji Dugar	Independent Director	Member
Mrs. Bhoomika Gupta	Independent Director	Member
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.

During the year under review, Nomination and Remuneration Committee met 3(Three) time i.e on 11* May, 2023, 25* August, 2023, 13* February, 2024.

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

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
CA Siddharth Dugar	Independent Director	Chairperson	3	3	3
Mrs. Bhoomika Gupta	Independent Director	Member	3	3	3
Mr. Sandeepkumar Agrawal	Chairman & Managing Director	Member	3	3	3

After closure of financial year, Board of directors in its meeting held on August 31, 2024 approved the re constitution of Audit committee of the company due to change in designation of Mr. Abhishek Sandeepkumar Agrawal and Mr. Sandeepkumar Vishwanath Agrawal. After this change, the new composition of the Audit Committee is as given below;

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.

Name of Director	Designation	Designation of Committee
Mr. Siddharth Sampatji Dugar	Independent Director	Chairman
Mr. Abhishek Agrawal	Non Executive Director	Member
Mrs. Bhoomika Gupta	Independent Director	Member

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 2023-24 to Executive Directors of the Company is provided in Annual Return which is available on www.quadpro.co.in

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%20fe%20Remuneration%20Policy.pdf

Remuneration of Directors

The details of remuneration paid during the financial year 2023-24 to Executive Directors of the Company is provided in Annual Return which is available on www.quadpro.co.in

Disclosure of Remuneration:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Directors Responsibility Statement

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Your Directors state 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 31-03-2024 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 Subsidiary/Joint Ventures/Associate Companies

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

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. As your company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, 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 Sec. 186 of the Companies Act, 2013 forms part of Notes to the Financial Statement provided in this annual report.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at https://quadpro.co.in/files/20240331%20Annual%20Report%20MGT-7-Quadpro_merged.pdf

TRANSACTIONS WITH RELATED PARTIES

During the year under review, transactions with related party were executed in terms of Section 188 of the Companies Act, 2013 which were in ordinary course of business and on Arms Length Basis. There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arms length basis. Further, there were no material related party transactions & related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.quadpro.co.in/files/Related%20Party%20Transaction%20Policy.pdf

All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

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.

M/s. Deora Maheshwari & CO., Chartered Accountants (FRN: 123009W), the statutory auditors of the Company has 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, 2024, our internal financial controls were adequate and operating effectively

CHANGE OF NAME DURING THE YEAR

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

CHANGE IN REGISTERED OFFICE:

During the year, there was no change in Registered Office of your Company.

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

No material changes and commitment occurred between the end of financial year i.e. March 31, 2023 upto the date of 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.

Further, in terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

UTILISATION OF IPO PROCEEDS:

During the FY 2021-22, the Company has raised total INR 1260 lacs by way of Initial Public Offer of Equity Shares of the Company The proceeds of said issue have not been fully utilized by the Company by March 31, 2024, details of which are as under:-

Sr. No.	Original Object	Original Allocation	Funds Utilized
1.	To Meet Capital Expenditure Requirements	330.00 lacs	305.97 lacs
2.	Acquisitions and Other Strategic Initiatives	620.00 lacs	620.00 lacs
3.	For General Corporate Purposes	310.00 lacs	310.00 lacs
	Total	1,260.00 Lacs	1,235.97 Lacs

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-2024, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2024.

The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company

athttps://www.quadpro.co.in/files/Anti%20Sexual%20Harassment%20Policy%20QP.pdf

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

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 said section.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W) were appointed as Statutory Auditors of your Company at the Eleventh Annual General Meeting for a term of five consecutive years. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INSURANCE

The assets of your Company have been adequately insured.

REPORTING OF FRAUD

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

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 2023-24

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.

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.

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.

INDUSTRIAL RELATIONS (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 31^st March , 2024.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s SCS AND CO LLP, to conduct the secretarial audit of the Company for the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2023-24 is annexed to this report as an Annexure-B

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

Sr. No.	Observations/ Remarks of the Practicing Company Secretary	Company Reply
1	There was delay in reporting of information of Designated Persons under System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020).	The Management will now ensure timely updation of details of Directors & Designated persons in SDD details with designated Depository.
2	The constitution of Stakeholders Relationship Committee (SRC) of the company is not in accordance with the provision of Section 178 of the Companies Act, 2013. As, SRC shall have a chairperson who shall be a non-executive director.	The company has reconstituted Stake Holder Relationship Committee after the said observation.
3	Flow of Sharing Information w.r.t Financial Results in SDD software (Structured Digital Database) is not Justifiable.	The Management will now ensure proper flow of sharing information w.r.t Financial Results in SDD software.

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 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.

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 FINANCIAL YEAR:

During the Financial Year 2023-24, 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.

SIGNIFICANT/MATERIAL ORDERS 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.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee and Independent Directors in their separate meeting has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings, Adherence to ethical standards & code of conduct of Company, Leadership initiatives etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

GENERAL DISCLOSURE

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 further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(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) There is no revision in the Board Report or Financial Statement;

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

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations 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.

	For and on behalf of the Board Sd/-	For and on behalf of the Board Sd/-
Date : August 31, 2024	Sandeepkumar Vishwanath Agrawal	Abhishek Sandeepkumar Agrawal
Place : Bangalore	Chairman & Managing Director	Non Executive Director
	(DIN : 02566480)	(DIN : 07613943)