<dhhead-DIRECTORS REPORT</dhhead-
Dear Shareholders,
Your Directors are delighted to present this Board Report of the business and operations along with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2026. This report provides an overview of the financial results, performance of the Company and significant developments during the financial year from 01st April, 2025 to 31st March, 2026, in compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
1. FINANCIAL RESULTS OF THE COMPANY: -
The Companys financial performance (standalone) for the financial year ended 31st March, 2026 is summarized below:
| PARTICULARS | Financial Year 2025-26 | Financial Year 2024-25 |
| Revenue from Operations | 1,529.67 | 1,506.12 |
| Other Income- | 53.77 | 23.30 |
| Total Income | 1,583.44 | 1,529.42 |
| Operating Expenditure | 1,923.23 | 1,503.19 |
| Depreciation and amortization expense | 187.26 | 211.54 |
| Finance Cost | 30.29 | 76.75 |
| Total Expenses | 2140.78 | 1791.48 |
| Exceptional Items | - | - |
| Profit/Loss Before Tax | -557.33 | -262.06 |
| Tax Expenses (provision of Tax - net) | ||
| -Current Tax | - | - |
| -Deferred Tax | -127.92 | -65.31 |
| Profit/Loss for the Year | -429.42 | -196.75 |
| Total Comprehensive Income | -428.57 | -197.18 |
2. STATE OF THE COMPANYS AFFAIRS
During the financial year ended March 31, 2026, the Company continued to focus on strengthening its position in the railway safety systems and specialty cable segments despite operating in a challenging business environment. The year was characterized by sustained investments in technology, product development, execution capabilities, and enhancement of manufacturing infrastructure to support long-term growth.
The Companys operations are primarily driven through its Specialty Cable Division and Train Collision Avoidance System (TCAS/KAVACH) Division. While the Specialty Cable Division continued to cater to the requirements of railway, defence, industrial and other strategic sectors, the TCAS/KAVACH Division remained focused on the development, testing and deployment of indigenous railway safety solutions in line with the Government of Indias vision for enhancing railway safety.
During the year, the Company continued to make significant progress in the KAVACH project. The Independent Safety Assessor (ISA) completed the required assessment stages, and the project progressed towards the final field trials under the guidance of the Research Designs and Standards
Organisation (RDSO). The Company also continued execution planning for the orders received under the Indian Railways KAVACH program, positioning itself for large- scale implementation upon completion of the regulatory approval process.
The Company maintained its emphasis on research and development, quality assurance, operational excellence and customer satisfaction. Continuous efforts were made to strengthen internal processes, improve operational efficiencies and optimize costs across all business functions.
From a financial perspective, the Company reported Revenue from Operations - Cable Division of 115,29.67 million as against 115,06.12 million in the previous financial year, thereby maintaining stability in business volumes despite operational and working capital challenges during the year. Total Income for FY 2025-26 stood at 115,83.44 million. However, profitability during the year remained under pressure primarily due to the ongoing investment phase in the Train Control Systems Division of the Company. EBITDA for the year stood at a loss of 1339.7 million as compared to a positive EBITDA of 126.2 million in the previous year. The decline in profitability was mainly attributable to higher operational costs, increased employee expenses, project execution expenditures, inventory carrying costs, and other overheads incurred during the scale-up phase of operations. Consequently, the Company reported a Loss Before Tax of 15,57.33 million and a Loss After Tax of 1429.42 million for FY 2025-26.
Coming to the Balance Sheet position, the Companys Total Assets as on 31st March 2026 stood at 13207.0 million. The Company continues to maintain a strong equity base, with Net Worth standing at 12579.3 million. Inventory levels increased during the year to 11053.6 million primarily due to stocking requirements for upcoming KAVACH project and its operational preparedness. The management is fully conscious of the working capital pressures faced during the year. Focused efforts are being undertaken towards faster collection cycles, inventory optimization, cost rationalization, and strengthening banking arrangements to improve liquidity and operational efficiency.
The Companys operations have been further discussed in detail in the Management Discussion and Analysis Report in a separate section forming part of this Annual Report.
3. DIVIDEND
As per the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Dividend Distribution policy of the company is available on the Companys website and can be accessed at https://www.quadrantfuturetek.com/assets/ frontend/pdf/dividend-distribution-policy.pdf .
The Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year ended 31st March, 2026. The decision has been taken keeping in view the need to conserve resources and to prioritize allocation towards the Companys long-term growth initiatives.
4. THE CHANGE IN NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business of the Company. The Company continues to operate in its existing line of business and no new business activity was undertaken.
5. TRANSFER TO RESERVES
During the year under review, the Company has incurred a loss. Accordingly, no amount has been transferred to the reserves of the Company.
6. SHARE CAPITAL
The details of Authorized, Issued, Subscribed and Paid-up Share Capital of the Company are stated below: -
(A) Authorised Share Captial
During the year, there was no change in the Authorised Share Capital of the Company under review. The Authorized Share Capital of the Company remain unchanged at Rs. 45,00,00,000/- comprising
4,50,00,000 Equity Shares of Rs. 10/- each as on March 31, 2026.
(B) Issued, Subscribed And Paid-Up Share Capital
During the year, there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company during the period under review. The Issued, Subscribed and Paid-up Share Capital of the Company stands at Rs. 40,00,00,000 (Rs. Forty Crores Only) divided into 4,00,00,000 Equity Shares of Rs. 10/- as on March 31, 2026.
7. UTILISATION OF IPO PROCEEDS
During the year under review, the Company has utilized the proceeds of the Initial Public Offer (IPO) in accordance with the objects stated in the Prospectus. Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations) & SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the proceeds of IPO have been utilized in the following manner:
| S Particulars No | Amount Allocated | Reallocation / Withdrawal | Revised amount post reallocation | Amount utilized till 31st March, 2026 | Amount utilized till 30th June, 2026* |
| 1 Issue Related Expenses | 292.26 | -19.92 (to General Corporate Purpose) | 272.34 | 272.34 | 272.34 |
| Funding long-term working capital 2 requirements of our company (Speciality Cable division). | 1497.22 | 1497.22 | 1495.70 | 1497.22 | |
| Capital expenditure requirements 3 for development of Electronic Interlocking System. | 243.75 | - | 243.75 | 16.45 | 16.45 |
| Full or part repayment and/ or prepayment of certain 4 outstanding working capital term loan availed by our Company. | 236.19 | -0.13 (to General Corporate Purpose) | 236.06 | 236.06 | 236.06 |
| General 5 corporate purposes | 630.58 | +20.05 (reallocation from above objects) | 650.63 | 650.63 | 650.63 |
| Total | 2900.00 | - | 2900.00 | 2671.18 | 2672.70 |
* Quarter ended before the Date of this report
The company through Board Resolution dated January 10, 2026, and a special resolution passed through postal ballot dated February 13, 2026, approved withdrawal of Rs. 8.57 crore from IPO Monitoring Account towards reimbursement of IPO-related expenses incurred from companys own funds.
Further, during the year, unutilized Balance of Rs. 1.99 Crores from Issue Related Expenses and Rs. 0.01 crore from Loan Repayment Object, aggregating to Rs. 2 Crores, were reallocated to "General Corporate Purpose", through a board resolution dated February 25, 2026. This Reallocation was undertaken to enable effective utilization of the funds for expanding business operations, meeting working capital requirements and pursuing growth opportunities, thereby ensuring efficient deployment of IPO Proceeds in the best interest of the company.
There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency, CARE Ratings Limited, has submitted quarterly reports up to the date of this Report, confirming that the utilization of the issue proceeds is in line with the objects stated in the offer documents. These reports have been duly filed with the Stock Exchanges in compliance with applicable regulations
8. DETAILS OF SUBSIDIARY/fOINT VENTURES/
ASSOCIATE COMPANIES AND PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT: -
The Company did not have any associate, joint venture, or subsidiary companies as defined under Sections 2(6) and 2(87) of the Companies Act, 2013, during the year. Accordingly, in compliance with Section 129(3) of the Act, the Company is not required to file Form AOC-1."
9. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions to Section 134(5) of the Companies Act, 2013, in relation to Annual Financial Statements for the financial year 2025-26, the Board of Directors to the best of its knowledge and ability hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;
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 and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.
10. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
The Policy on Determination of Materiality of Events Information as approved by the Board is available on the Companys website and can be accessed at https://www. quadrantfuturetek.com/assets/frontend/pdf/policy-on- determination-of-event-and-information.pdf .
11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL ("KMP")
A. Board of Directors
As on March 31, 2026, the Board Comprised of 12 (Twelve) Directors, out of Which 6 (Six) Directors were Executive, 2 (Two) Directors were Non Executive - Non Independent and 4 (Four) were Non Executive- Independent Directors including One Independent Woman Director.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have also submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
During the financial year, the Independent Directors of the Company did not have any pecuniary relationship or transactions with the Company, except for the receipt of sitting fees incurred in the course of attending meetings or performing their duties as Directors.
Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii a) of the Companies (Accounts) Rules, 2014.
Relevant disclosures regarding director shareholding, interest and relation are provided in corporate governance report forming part of this annual report.
B. Retirement By Rotation
During the year under review, Mr. Vivek Abrol
and Mr. Rajbir Singh Randhawa, Directors of the Company, retired by rotation at the Annual General Meeting held on 25th September, 2025 and, being eligible, were re-appointed by the shareholders. Apart from the above, there was no change in the composition of the Board of Directors during the year.
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Amit Dhawan (DIN: 03031778) and Mr. Aikjot Singh Sandhu (DIN: 06579087) are the directors liable to retire by rotation, at the ensuing 11th Annual General Meeting and have offered themselves for reappointment.
C. Key Managerial Personnel
In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on 31st March, 2026: -
1. Mr. Mohit Vohra - Managing Director
2. Mr. Rupinder Singh- Whole time Director
3. Mr. Amrit Singh Randhawa- Whole Time Director
4. Mr. Vivek Abrol- Whole Time Director
5. Mr. Amit Dhawan- Whole Time Director
6. Mr. Vishesh Abrol- Whole Time Director
7. Mr. Amit Gaur- Chief Financial Officer
8. Mr. Puneet Khurana- Company Secretary and Compliance Officer
During the year under review, following changes took place in the Key Managerial Personnel of the Company:
1. Mr. Amit Kumar Jain, Chief Financial Officer (CFO), resigned with effect from 29th July, 2025. Subsequently, Mr. Amit Gaur, was appointed as CFO with effect from 30th July, 2025.
2. Mr. Pankaj, Company Secretary (CS), resigned with effect from 29th July, 2025. Subsequently, Mr. Puneet Khurana was appointed as CS with effect from 30th July, 2025.
3. Mr. Abhigyan Kotnala, was appointed as Chief Executive officer of the company w.e.f. 29th July, 2025 and resigned from its position on 29th November, 2025.
Furthermore, no changes took place from the end of financial year till the date of this report.
12. MEETINGS OF THE BOARD
During the financial year, the Board met five (5) times under review. For more details of the meeting of the Board, please refer to the Corporate Governance Report which forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and SEBI Listing Regulations. The
details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
13. COMMITTEES OF THE BOARD
As required under the Act and the SEBI Listing Regulations, your Company as on 31st March, 2026 has four committees of the Board, namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Corporate Social Responsibility Committee,
4. Stakeholders Relationship Committee;
duly constituted as per the Regulations of SEBI LODR and the Companies Act, 2013.
A detailed note on the composition of the Board and its committees, including its terms of reference, is provided in the Corporate Governance Report, which forms part of this Annual Report. The composition and terms of reference of all the Statutory Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and SEBI Listing Regulations.
During the financial year, the Audit Committee met seven (7) times, Nomination and Remuneration Committee met Five (5) times, Stakeholder Committee met one (1) time and Corporate Social Responsibility Committee met one (1) time.
14. BOARD ANNUAL EVALUATION
In compliance with statutory requirements and to ensure the effective functioning of the Board and its Committees, an annual performance evaluation of the Board, its committees, and individual Directors was carried out during the year. The evaluation was conducted based on a structured framework and criteria approved by the Nomination and Remuneration Committee (NRC).
Detailed disclosures regarding the evaluation parameters, methodology, and key outcomes are provided in the Report on Corporate Governance.
Additionally, Pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the SEBI LODR, a separate meeting of the Independent Directors was held on 17th March, 2026, wherein the performance of the NonIndependent Directors, the Board as a whole, and the Chairman was reviewed. and they assessed the quality, quantity and timeliness of flow of information between the Management and the Board.
15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company recognizes that a well-constituted and diverse Board, with varied skills and professional backgrounds, is critical for balanced decision-making and sustainable growth. In accordance with Section 178 of the Companies Act, 2013 and Part D of Schedule II of the SEBI Listing Regulations, the Company has framed and adopted a Nomination and Remuneration Policy.
This Policy provides a framework for:
- Appointment and re-appointment of Directors, Key Managerial Personnel (KMP) and Senior Management;
- Determining qualifications, positive attributes and independence of Directors; and
- Structuring remuneration in a manner that is fair, transparent and aligned with the long-term interests of the Company and its stakeholders.
The Policy is reviewed periodically to ensure continued relevance and alignment with evolving regulatory requirements and business needs. The policy is available on the website of the Company and can be accessed at https:/ / www.quadrantfuturetek.com/assets/frontend/ pdf/nomination-and-remuneration-policy.pdf .
16. POLICY FOR PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT
The Company has in place an Insider Trading Policy, incorporating a comprehensive Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives, in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code prescribes procedures to be followed while dealing in the Companys securities and sets out safeguards for handling Unpublished Price Sensitive Information ("UPSI"). It also provides for maintaining a structured digital database, mechanisms for prevention of insider trading, and the process to handling and familiarize the designated persons with the sensitivity of UPSI. Further, the Policy includes a Code of Fair Disclosure of UPSI, which is available on the Companys website at https:/ / www.quadrantfuturetek.com/assets/frontend/ pdf/policy-on-insider-trading-regulations1.pdf .
Separately, the Board of Directors has adopted a Code of Conduct applicable to all Directors and Senior Management Personnel. This Code outlines ethical standards and principles of integrity expected from leadership and is accessible on the Companys website at https://www. quadrantfuturetek.com/assets/frontend/pdf/code-of- conduct-of-board-of-directors.pdf .
A declaration signed by Mr. Mohit Vohra, Managing Director of the Company, confirming that all members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for Board Members and Senior Management Personnel, forms part of this Report as Annexure- I."
17. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company remains committed to its social responsibilities as a conscientious corporate citizen. In accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.
The composition and terms of reference of the CSR Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report. The CSR policy is available on the website of the Company and can be assessed at https://www.quadrantfuturetek.com/ assets/frontend/pdf/policy-on-csr.pdf .
Based on the financial results of the immediately preceding financial year 2024-25, the Company did not meet any of the prescribed thresholds under Section 135 of the Companies Act, 2013. Accordingly, the provisions of CSR were not applicable to the Company for the financial year 2025-26, and no CSR expenditure or reporting is required for the said period.
18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has implemented a comprehensive internal control framework that is proportionate to the size and complexity of its operations. These controls are supported by established practices and management oversight across key business processes. The framework is intended to promote disciplined and efficient conduct of business, safeguard assets, prevent and detect irregularities, maintain accuracy of records, and enable timely preparation of reliable financial information.
Pursuant to Section 138 of the Companies Act, 2013 and the relevant provisions of the SEBI Listing Regulations, the Company has established a dedicated Internal Audit function. Its scope, authority and responsibilities are periodically reviewed by the Audit Committee to ensure continued effectiveness. Internal audits are carried out at defined intervals to evaluate operational and financial controls and to provide assurance on the adequacy of the systems in place.
During the year, audit reviews concentrated on key areas such as Sales and Marketing, Production Planning and control, Inventory management, Human Resources and Operational efficiency. The Audit Committee was apprised of the findings on a quarterly basis, along with managements responses and corrective action plans. An Action Taken Report (ATR) on the implementation of recommendations was also placed before the Committee. Robust follow-up mechanisms have been instituted to secure timely and effective execution of corrective measures.
19. STATUTORY AUDITORS AND AUDITORS REPORT
The Shareholders at the 8th Annual General Meeting held on September 30, 2024, approved the re-appointment of M/s Sanmarks & Associates, Chartered Accountants, [FRN: 003343N] for a term of five years. Commencing from the conclusion of the said AGM until the conclusion of 13th Annual General Meeting of the Company.
The Auditors Report for FY 2025-26 is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer. The auditors, however, have drawn attention under the Emphasis of Matter section, which is summarized below. The managements responses to the said emphasis of matter are provided alongside: -
| Emphasis of Matter | Management Response |
| Without qualifying our opinion expressed in the main body of the Independent Auditors Report, we draw the attention of the members and other users of the financial statements to note no 42.12 of the financial statements which describes the following observations: | The losses including cash losses are primarily attributable to delays in execution of high-value projects, increased operational and development costs associated with the Companys advanced railway signalling and train protection solutions and the time taken for obtaining necessary approvals and certifications for commercialization of TCAS project. |
| (i) The Company has been reporting financial losses for at least two consecutive financial years, namely the current financial year ended 31st March, 2026 and the immediately preceding financial year ended 31st March, 2025. The persistence of financial losses over consecutive years warrants attention from the Board of Directors and the management with respect to the Companys medium and long-term financial sustainability. | The Board and the management have undertaken a comprehensive review of the Companys operational strategy, cost structure, revenue generation initiatives and working capital management. Several measures have already been implemented to improve the Companys financial and operational performance, including accelerating execution of the existing order book, strengthening receivables management, optimizing inventory levels, rationalizing discretionary expenditure, improving procurement efficiencies, enhancing capacity utilization, and exercising tighter control over operating costs and capital expenditure. The Company continues to closely monitor its liquidity position and cash flows to ensure efficient utilization of available resources. |
| (ii) In the current financial year ended 31st March, 2026, the Company has additionally incurred a cash loss amounting to Rs. 310.22 million, which indicates that the Companys operational revenues and receipts have been insufficient to meet its operational cash expenditures during the year. This represents an aggravation of the financial position as compared to the immediately preceding financial year ended 31st March, 2025, wherein the financial loss was entirely absorbed by non-cash charges and no actual cash erosion had occurred. The incurrence of a cash loss in the current year is a matter of significance and warrants the immediate attention of the Board of Directors and the management. | The Company continues to maintain a healthy order book, particularly in its Train Collision Avoidance System (TCAS/ KAVACH) business, which provides strong revenue visibility over the coming years. In addition, the Company has undertaken various measures to improve its financial position, including strengthening operational efficiencies, optimizing costs, improving working capital management, enhancing collection of receivables, and closely monitoring capital expenditure and cash flows. The management is also focused on expanding its customer base, improving product mix, and pursuing new business opportunities in specialty cable segment. |
| (iii) The management is advised to review its operational strategies, cost structures, revenue generation mechanisms, and working capital management practices with a view to arresting the trend of cash losses and restoring the Company to a position of operational cash sufficiency in future periods. | Considering the existing order pipeline, strategic initiatives undertaken, and the expected improvement in business operations, the management is confident about the Companys medium and long-term growth prospects and remains committed to restoring sustainable profitability while maintaining robust governance and financial discipline. |
| (iv) The members and stakeholders are advised to read this reporting paragraph in conjunction with the complete set of audited financial statements, the notes thereto, and the Boards Report, which together present a comprehensive picture of the Companys financial position and performance. |
20. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR) Regulations 2015, your company had appointed M/s. Girish Madan & Associates; a peer reviewed firm of Company Secretary in Practice, as Secretarial Auditor to conduct Secretarial Audit for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, as approved by the shareholders at the 10th Annual General Meeting.
The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is annexed herewith as "Annexure - II" and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
M/s Girish Madan & Associates has confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company.
21. INTERNAL AUDITOR
In accordance with Section 138 of the Companies Act, 2013, M/s Anand Narang & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial year 2025-26. Based on the recommendation of the Audit Committee, the Board has further approved their re-appointment as Internal Auditors of the Company for the financial year 2026-27 as well.
The Internal Auditor is entrusted with monitoring and evaluating the adequacy and effectiveness of the Companys internal control systems, compliance with operating procedures, and accuracy of accounting practices. Reports of the Internal Auditor are submitted to the Audit Committee on a quarterly basis. The Audit Committee reviews these reports along with managements responses, ensuring that corrective measures are implemented in a timely manner.
22. COST RECORDS AND COST AUDIT
In accordance with Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, as amended, the Company has maintained the requisite cost records for the financial year under review. These records are subject to audit by a qualified Cost Auditor.
On the recommendation of the Audit Committee, the Board of Directors appointed M/s. SDM & Associates, Cost Accountants (Firm Registration No. 000281), as the Cost Auditors for the Company to audit the cost accounting records for the financial year ending 31st March, 2027. The remuneration payable to the Cost Auditors for FY 2026-27 is required to be ratified by the Members at the forthcoming Annual General Meeting, and the Board accordingly recommends the resolution as set out in the Notice convening the AGM.
The Cost Audit Report for the financial year 2024-25, issued by M/s. SDM & Associates, has been filed with the Ministry of Corporate Affairs (MCA) in compliance with Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ending 31st March, 2026, will be filed within the prescribed period.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has neither advanced any loans nor given guarantees in terms of provisions of Section 186 of the Companies Act, 2013 during the year under review.
24. RELATED PARTY TRANSACTIONS
During the under review, all related party transactions were within the limits approved by the audit committee (including omnibus approvals granted in accordance with Regulation 23 of the SEBI (LODR) Regulations, 2015) and the Board of Directors, as the case may be. All transactions were conducted at arms length and in the ordinary course of business. No material related party transactions requiring shareholders approval were entered into during the year. None of the transactions involve any potential conflict with the interests of the Company at large.
The details of related party transactions as per applicable accounting standards are disclosed in the Note No. 31 to the financial statements. A statement of all Related Party Transactions (RPTs) has been placed before the Audit Committee on a quarterly basis for their review. Since all transactions were at arms length and in the ordinary course of business, disclosure in Form AOC-2 under Section 134(3) (h) is not applicable.
During the year, the Company has amended the Policy on Dealing with Related Parties in line with the amendments issued by SEBI. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board, is available on the Companys website and can be accessed at https://www. quadrantfuturetek.com/assets/frontend/pdf/policy-on- related-party-transactions-p.pdf .
25. CORPORATE GOVERNANCE REPORT
The Company is committed to maintaining the highest standards of corporate governance and adheres to the
principles laid down by the Securities and Exchange Board of India (SEBI). We believe that effective governance is fundamental to creating long-term shareholder value in a transparent, ethical and sustainable manner.
The Company has complied with the requirements of corporate governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations. Accordingly, the Corporate Governance Report, together with the certificate issued by M/s. Girish Madan & Associates, Secretarial Auditor of the Company, confirming compliance with the conditions of corporate governance, forms part of this Annual Report.
Your Company is registered on SEBIs investor grievance redressal platform SCORES, enabling investors to lodge complaints for speedy resolution. Further, in line with SEBIs initiatives, the Company has also been onboarded on the Smart ODR system, which provides a technology-enabled mechanism for online dispute resolution, thereby strengthening investor protection and enhancing transparency in grievance handling.
26. ANNUAL RETURN
In accordance with Section 92(3) read with Section 134(3) (a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Returns submitted by the Company are available on the Companys website at https://www.quadrantfuturetek.com/investor/annual- returns .
The Annual Return for the financial year ended 31st March, 2026 will be submitted to the Registrar of Companies within the timelines prescribed under the Act.
27. PUBLIC DEPOSITS
The Company has not accepted any deposits from public and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company under review.
28. VIGIL MECHANISM/WHISTLE BLOWER
The Company has adopted a Whistle Blower Policy and established a Vigil Mechanism in line with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy and Mechanism together provide a framework for employees and directors to report concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct / Ethics Policy.
The Policy provides for adequate safeguards to prevent victimisation of employees who avail themselves of the mechanism, and ensures direct access to higher levels of supervisors and managers, including the Chairperson of the Audit Committee
The above mechanism have been appropriately communicated across all levels of the Company and has been displayed on the Companys intranet as well as on the Companys website at: https://www.quadrantfuturetek.
com/assets/frontend/pdf/policy-on-whistle-blower-and-
The Audit Committee periodically reviews the functioning of the policy and mechanism. including the status of complaints received under this policy on a regular basis. The Chairperson of the Audit Committee has affirmed that no personnel have been denied access to the Audit Committee.
28. RISK MANAGEMENT
The Company recognizes that risk is an inherent aspect of business and approaches risk management as a structured and proactive discipline. Even though the scale of operations is moderate, The Company has well-defined process to identify, assess and mitigate risks across key functional areas. The Operational management which includes functional heads is entrusted with monitoring day-to-day risks while senior management periodically reviews strategic and business risks arising from both internal and external factors along with the costs of managing such risks and treatment plans in its strategy, business and operational plans.
The Company, through such periodical risk assessments, seeks to ensure that risks remain within the defined risk appetite as agreed with the Board of Directors from time to time. The Companys Risk Management and Mitigation Plan have been further discussed in detail in the Management Discussion and Analysis Report, forming part of this Annual Report.
As the Company does not fall within the top 1000 listed entities and is not classified as a high value debt listed entity, constitution of a formal Risk Management Committee is not applicable. Nevertheless, the Board and Audit Committee continue to oversee risk management practices, ensuring that the Company maintains a robust and responsive approach to emerging challenges.
29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES DETAILS PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures relating to remuneration of Directors, Key Managerial Personnel and employees are provided in Annexure - III forming part of this Report.
It is confirmed that during the year under review, no employee of the Company received remuneration in excess of the limits prescribed under Rule 5(2) and Rule 5(3) of the said Rules (i.e., remuneration of ^8,50,000 per month or U,02,00,000 per annum).
The Company remains committed to ensuring fairness, equity and transparency in its remuneration practices, with compensation structures designed to reward performance and align employee interests with long-term organizational goals.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide safe and conductive working environment to all its employees (Permanent, contractual, temporary, trainee etc.) and has zero tolerance for Sexual Harassment at workplace. The Board deliberated upon in this respect and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Board has constituted an internal complaints committee to redress complaints received regarding sexual harassment.
The following is the summary of sexual harassment complaints received and disposed off during the year 2025-26:
| Sr No. Particulars | Numbers |
| 01 Number of complaints of sexual harassment received in the year | 0 |
| 02 Number of complaints disposed off during the year | 0 |
| 03 Number of cases pending for more than ninety days | 0 |
The Board affirms that the Company continues to maintain a workplace environment that is free from harassment and discrimination, and remains committed to upholding the highest standards of dignity, equality and respect
31. EMPLOYEE STOCK OPTION PLAN:
In compliance with the provisions of Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (SEBI (SBEB & SE) Regulations), the Company has introduced Employee Stock Option Scheme named "Quadrant Future Tek Limited Stock Incentive Plan, 2024". The objective of the Plan is to align employee interests with long-term shareholder value creation, motivate and retain talent, inculcate a culture of ownership and reward employees for their contribution to the Companys growth.
During the year under review, the Company has complied with all applicable disclosures and filing requirements under the SEBI (SBEB & SE) Regulations. Options granted under the Scheme are subject to vesting conditions linked to performance and tenure, and are exercisable within the period prescribed under the ESOP Policy and respective grant letters. The Company ensures that the process of grant, vesting and exercise is carried out in a transparent and equitable manner.
The requisite Details of "Quadrant Future Tek Limited Stock Incentive Plan, 2024" as required under Companies Act, 2013 and SEBI (SBEB & SE) Regulations is provided in the Annexure - IV forming part of this Boards Report.
The certificates from the Secretarial Auditor of the Company stating that the Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 will be available electronically for inspection during business hours, without any fee by the members from the date of circulation of this Notice up to the date of AGM.
Members seeking to inspect such documents can send a request from their registered Email Id mentioning their name, DP ID and Client ID / Folio No., PAN and Mobile No. to the Company at cs qftl@quadrantfuturetek.com .
32. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961 / CODE ON SOCIAL SECURITY, 2020
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020, which ensures protection of the rights of women employees during maternity.
During the year under review, no instance of non-compliance was reported. The Board affirms that the Company continues to maintain a workplace environment that is inclusive, supportive and aligned with statutory requirements, thereby promoting the health, dignity and well-being of women employees.
33. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS
In compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a structured Familiarisation Programme for its Independent Directors. This programme aims to empower its Independent Directors, with in-depth knowledge of the Companys business, enabling them to make valuable contributions. The Familiarisation program is designed to outlining the roles, rights, responsibilities of the Independent Directors in the Company. It also provides information on nature of the industry in which the Company operates business model of the Company etc.
The Details of Familiarization Program are also given in the Corporate Governance Report, which forms part of this Annual Report and also available on the Companys website at https://www.quadrantfuturetek.com/assets/ frontend/pdf/qftl-familiarisation-programme.pdf
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year under review, no significant or material orders were passed by regulators, courts or tribunals which could impact the Companys going concern status or its future operations.
However, during the financial year 2025-26, the following orders/actions were taken by the Statutory Authorities, which were procedural and regulatory in nature and do not impact the going concern status or the future operations of the Company:
1. With respect to the adjudication application submitted to the Registrar of Companies & further appeal to the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, Regional Director (RD) vides its order dated 30th January, 2026, received by Company on 27th February, 2026 has set off the
penalty impose under section 42(10) of the Companies Act and a penalty aggregating to Rs. 30 Lakhs on the Company and Rs. 6 Lakhs on each promoter (subject to confirmation of exact quantum from ROC post submission of RD order) is levied. The Company has filed a writ petition before the Honble High Court of Punjab & Haryana at Chandigarh challenging the Regional Directors order dated 30th January, 2026 on the grounds set out in the petition. The writ petition has been filed on 20th May, 2026 and is currently pending adjudication before the Honble High Court.
2. The Company received a settlement order (Bearing No. SO/PSD/2024-25/8128-8130) on 01st April, 2025, duly received via e-mail on 02nd April, 2025, concerning the settlement application filed by the Company regarding the reporting of transactions of the promoters and promoter group under Regulation 54 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. A fine of ^3,00,000 was levied on Mr. Mohan Krishan Abrol, a person of promoter group, which has been repaid, and the same has been disclosed on the stock exchange.
The Board affirms that they have no material bearing on the Companys long-term prospects or future operations.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As per the requirements of Section 134(3)(m) of the Companies Act, 2013 read along with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details on the conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed in Annexure- V of this Boards Report.
36. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, the Company did not initiate any application nor any proceedings against the company was pending under the Insolvency and Bankruptcy Code, 2016 (IBC).
37. 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
During the year under review, the Company has not entered into any one-time settlement with banks or financial institutions. Consequently, there are no differences to report between the valuation carried out at the time of such settlements and the valuations conducted while availing loans.
The Board affirms that the Company continues to meet its financial obligations in the ordinary course of business and maintains a prudent approach towards debt management, thereby ensuring transparency and compliance with applicable regulatory requirements.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs, Government of India. Specifically, the Company has adhered to Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, as amended from time to time.
The Board affirms that the practices and procedures followed by the Company are in conformity with these Secretarial Standards, thereby ensuring consistency, transparency and good governance in the conduct of its Board and General Meetings
39. CEO/CFO CERTIFICATION
In terms of the Listing Regulations, the Certificate duly signed by Mr. Mohit Vohra, Managing Director and Mr. Amit Gaur, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the Audited Financial Statements for the year ended on 31st March, 2026, at its meeting held on 27th May, 2026.
40. ACKNOWLEDGEMENT
The Directors of the Company wish to place on record their deep appreciation for the continued support and cooperation extended by the Companys bankers, the Government of India, the Government of Punjab, and various government departments and agencies, particularly the Ministry of Railways. Their guidance and assistance have been invaluable in enabling the Company to achieve its objectives.
The Board also conveys its sincere gratitude to all employees for their dedication, commitment and valuable contributions during the year. Their professionalism and hard work have been central to the Companys progress and success.
Further, the Directors acknowledge the collective efforts of every member of the QFTL family. The unity, collaboration and perseverance of the team continue to drive the Company towards greater accomplishments and sustained growth.
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