Qualiance International Ltd Directors Report

To,

The members

Qualiance International Private Limited (herein after referred as "the Company")

Your Directors submit their Nineteenth Annual Report on the business and operations of the Company along the financial statements for the year ended 31 st March, 2025 ("the year") in accordance with provisions of section 134(3) of the Companies Act, 2013 ("the Act") read with Rule (8) of the Companies (Accounts) Rules, 2014.

1. Financial Summary:

The financial results of the Company for the year in comparison with the previous year are summarized below.

Description	F.Y. 2024-25 Amount in Rupees	F.Y. 2023-24 Amount in Rupees
Turnover	53,07,24,434	37,25,13,172
Other Income	1,98,06,001	1,38,42,225
Total Revenue	55,05,30,435	38,63,55,397
Less: Expenses
Cost of materials consumed	30,45,08,093	17,38,45,063
Changes in Inventories of finished goods, work in progress and Stock-in-Trade	-6,20,89,446	-1,26,64,394
Employee Benefit Expense	13,61,94,098	10,13,12,228
Finance Costs	3,37,57,656	1,88,41,503
Depreciation and Amortization expense	1,00,85,601	86,91,181
Other Expenses	6,30,71,002	5,91,80,181
Total Expenses	48,55,27,004	34,92,05,762
Net Profit before Taxation (PBT)	6,50,03,431	3,71,49,635
Less: Tax Expenses	62,45,999	39,013
Net Profit/(Loss) after Taxation(PAT)	5,87,57,432	3,71,10,622

2. Dividend:

Your Directors do not recommend any Dividend.

3. Transfer to Reserves:

No amount for the year is transferred to any Reserve Account of the Company.

4. Public Deposits:

During the year; the Company has neither accepted nor renewed any Public Deposit within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

The Company has availed loans from Directors and relatives of Directors.

5. State of Companys affairs:

The management of the Company continued with the core business activities of the Company. There is no change in the nature of business of the Company.

The Directors further report that post completion of the year till the present reporting date; there was neither any material change nor any commitment made, which otherwise could affect the financial position of the Company.

6. Subsidiary Company:

The Company has no Subsidiary Company.

7. Associate Company:

The Company does not have any Associate Company within the meaning of section 2(6) of the Act.

8. Directors:

All the Directors continued their offices during the year.

Post completion of the year, Mr. Vipul Badani was appointed as the Managing Director of the Company for a period of 5 years with effect from 1 st April, 2025.

The provisions of section 149(4) of the Act for having an Independent Director on the Board of Directors do not apply to the Company.

Consequently; the requirement under section 134(3)(d) of the Act with respect to furnishing a statement on declaration given by Independent Director(s)do not apply to the Company

9. Companys Policy on Directors Appointment, Remuneration etc.:

The provisions of section 178 of the Act stipulating having Nomination & Remuneration Committee is not applicable to the Company. Accordingly; the Company does not have any formal policy with respect to appointment, remuneration etc. of Directors. The management, however, ensures that appointment of Directors and their remuneration are decided in the best interest of stakeholders as well in alignment with the prevailing industry trend.

10. Board Evaluation:

The provisions of section 134(3)(p) of the Act read with rule 8(4) of the Companies (Accounts) Rules, 2014 for having formal self-annual evaluation by the Board of Directors are not applicable to the Company. Consequently; the requirement under the stated section with respect to furnishing a statement indicating manner in which formal evaluation has been made by the Board of its own performance and that of its committees and individual Directors do not apply to the Company.

11. Number of Board Meetings:

Periodically; in pursuance of provisions of the Act; the Board of Directors meet and carry on the management of the Company.

The Board of Directors duly met -12- times on 25-04-2024, 27-04-2024, 02-05-2024, 21-05-2024, 03-07-2024, 11-07-2024, 29-07-2024, 23-09-2024,13-11-2024, 26-11-2024, 28-11-2024 and 15-02-2025 during the year ended 31-03-2025.

12. Directors Responsibility Statements:

In accordance with the provisions of section 134(3)(c) and 134(5) of the Act; your Directors submit the following responsibility statements:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Key Managerial Personnel:

During the year; there was no appointment or resignation which would have attracted provisions of Section 203 of the Act.

Post completion of the year, the Board of Directors in their meeting held on 01-04-2025 has appointed Mr. Bhoomin Badani as a Chief Executive Officer of the Company and Mr. Vipul Badani as the Managing Director of the company.

Provisions of section 203 of the Act read with rule 8 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

14. Auditors:

a) Statutory Auditor:

Members of the Company at the Annual General Meeting that was held on 2 nd August, 2024 had re-appointed Mr. Ashok Mehta, Chartered Accountant (Membership No. 016077) as Statutory Auditors for a period of-5- years and their appointment was valid upto conclusion of Annual General Meeting of F.Y. 2029.

Mr. Ashok Mehta, Chartered Accountant has confirmed his eligibility to act as the Auditor of the Company in accordance with section 141 of the Act.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark and there is no fraud reported by the Auditors in the report.

15. Particulars of Loan(s), Guarantee(s) or Investment(s) made under section 186 of the Act:

Details of loans guarantee and investment of the Company to which provisions of section 186 of the Act apply are provided as part of the financial statements.

16. Statement concerning development and implementation of risk management policy:

Your Company recognizes that risk is an integral part of any business and the Board of Directors is committed to managing the risks in a proactive and efficient manner.

The Board of Directors and the management team having regard to the Companys nature and scale of business; periodically assesses risks in the internal and external environment that might affect the Companys existence. The relevant methodology being effectively developed and implemented; the Company has not opted to have any formal Risk Management Policy in pursuance of provisions of section 134(n) of the Act.

17. Vigil Mechanism:

In absence of applicability of provisions of section 177(9) of the Act read with rule 7 of the Companies (Meetings of the Board & its Powers) Rules, 2014; the Company has not established a formal Vigil Mechanism for Directors and employees to report genuine concerns. The organization hierarchy of the Company, however, adequately provides a platform to employees to have their concerns effectively communicated to the Board of Directors.

18. Internal financial controls with reference to the Financial Statements:

Your Company has deployed mechanism to ensure adequacy of Internal Financial Controls with reference to the Financial Statements. The management periodically reviews the financial performance of your Company against the approved plans and takes necessary actions, wherever necessary.

19. Significant / Material orders passed by the regulatory etc.:

During the year; there was no significant / material order passed by any regulator, court or tribunal on the Company impacting the going concern status and Companys operations in future.

20. Annual Return:

Prescribed information narrated in section 92(1) of the Act is available at the Registered office of the Company and shall be made available to any member of the Company should so needed.

In pursuance of section 92(4) of the Act read with rule 12 of the Companies (Management and administration) Rules, 2014; Annual Return shall be filed with the Registrar of Companies within prescribed time.

21. Particulars of contracts or arrangements made with related parties:

During the year; the Company has entered into transactions with related parties as defined under section 2(76) of the Act read with the Companies (Specification of Definitions Details) Rules, 2014, which were entered in the ordinary course of business and on arms length basis.

Pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure 1 to this Report.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information with respect to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo, the disclosure of which being needed under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are furnished in Annexure 2 to this Report.

23. Corporate Social Responsibility:

In absence of applicability of provisions of section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014; the Company neither has constituted a Corporate Social Responsibility Committee nor has spent any amount for causes referred therein.

24. Disclosure relating to remuneration:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 do not apply. Accordingly, details with respect to remuneration of employees are not furnished.

25. General:

During the year;

i) the Company has not issued Equity shares with differential rights as to dividend, voting or otherwise;

ii) the Company does not have any ESOP scheme for its employees / Directors;

iii) the Company has not bought back any of its securities;

iv) the Company has not issued any Sweat Equity Shares;

v) the Company has not issued any Bonus Shares.

26. Secretarial Standard:

The Company has complied with Secretarial Standard 1 and Secretarial Standard 2 relating to Board and General Meetings issued by the Institute of Company Secretaries of India.

27. Proceedings pending under the Insolvency and Bankruptcy Code, 2016:

The Company has neither made any application nor any proceeding against it is pending under the Insolvency and Bankruptcy Code, 2016. Having that in regard; the requirement stated in sub-rule (5)(xi) of rule 8 of the Companies (Accounts) Rules, 2014 pertaining to furnishing relevant details is not applicable.

28. Valuation:

In absence of Company having any one-time settlement either from bank or financial institution during the period under review; the requirement stated in sub-rule (5)(xii) of rule 8 of the Companies (Accounts) Rules, 2014 pertaining to furnishing details of differential valuation etc. is not applicable.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always been committed to providing a safe and dignified work environment, which is free of discrimination, intimidation, and abuse.

As required, your directors provide the following details:

1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed off during the year	Nil
3.	Number of cases pending for more than ninety days	Nil

30. Disclosure under the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions relating to the Maternity Benefit Act 1961.

Acknowledgement and appreciation:

Your Directors acknowledge and place on record their gratitude and sincere thanks to employees, bankers, business associates, consultants and all internal and external stakeholders; for their continued support extended to the Company during the year.

	On behalf of the Board of Directors
	(Vipui Badani)
	Chairman and Managing Director
	DIN:00773202
	Address: 803 A - Wing, Orion, Vasant Galaxy CHSL
	M. G. Road, Goregaon (West)
	Mumbai - 400 090
Place: Mumbai
Date: 15 th July, 2025