Qualitek Labs Ltd Directors Report

Dear Members,

Your directors are pleased to present the 8th Annual Report on the business and operations of the Company along with Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2026.

1. KEY FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2026, as compared with the previous financial year, is summarized below:

(Rs. in Lakh)

Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Revenue from Operations	6,762.45	4,586.48	12,451.81	7,022.69
Other Income	23.61	15.26	52.74	51.58
Total Income	6,786.06	4,601.74	12,504.55	7,074.27
Profit before Finance Costs and Depreciation & Amortisation Expenses (EBITDA)*	1,679.52	1,185.44	2,987.18	1,676.05
Finance Costs	252.84	147.94	480.54	209.04
Depreciation and Amortisation Expenses	463.44	326.82	668.62	425.17
Profit before Prior Period Items and Tax	963.24	710.68	1,838.02	1,041.84
Prior Period Items	3.51	-	5.92	-
Profit before Tax	959.73	710.68	1,832.10	1,041.84
Total Tax Expense	163.29	182.35	371.95	273.48
Profit after Tax	796.44	528.33	1,460.15	768.36

*Includes Other Income

The above figures are based on the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2026.

2. FINANCIAL REVIEW AND STATE OF COMPANYS AFFAIRS

The Company continued to demonstrate strong financial and operational performance during FY 2025-26. The year witnessed substantial growth in revenue and profitability, supported by continued demand for Testing, Inspection and Certification ("TIC") services, expansion of operational capabilities, increased laboratory capacity, customer additions and strengthening of the Companys presence across key market segments.

A. Standalone Performance

On a standalone basis, the Company reported Revenue from Operations of Rs. 6,762.45 Lakh during FY 2025-26 as compared to Rs. 4,586.48 Lakh during FY 2024-25, representing a growth of approximately 47.44%. Profit before Tax stood at Rs. 959.73 Lakh as compared to Rs. 710.68 Lakh in the previous year. Profit after Tax stood at Rs. 796.44 Lakh, compared with Rs. 528.33 Lakh in FY 2024-25, representing a growth of approximately 50.75%. Cash and cash equivalents as at 31st March, 2026 stood at approximately Rs. 202.08 Lakh, as compared to Rs. 169.59 Lakh as at 31st March, 2025.

B. Consolidated Performance

On a consolidated basis, the Company reported Revenue from Operations of Rs. 12,451.81 Lakh during FY 2025-26 as against Rs. 7,022.69 Lakh in FY 2024-25, representing a growth of approximately 77.31%. Profit before Tax increased to Rs. 1,832.10 Lakh from Rs. 1,041.84 Lakh in the previous financial year. Profit after Tax stood at Rs. 1,460.15 Lakh, as compared to Rs. 768.36 Lakh in FY 2024-25, representing a growth of approximately 90.03%. Cash and cash equivalents on a consolidated basis stood at approximately Rs. 555.40 Lakh as at 31st March, 2026, as compared to Rs. 430.98 Lakh as at 31st March, 2025.

C. Business Performance and Outlook

During the year under review, the Company continued to strengthen its position in the Testing, Inspection and Certification ("TIC") industry through expansion of its service capabilities, enhancement of laboratory infrastructure, strengthening of technical capabilities and development of relationships with institutional and corporate customers. The Companys growth during the year was supported by increasing demand for testing and inspection services, expansion of laboratory capabilities, addition of new customers and continued scale-up of operations across its subsidiaries. The Company also continued to focus on operational efficiency, quality standards, technology-enabled processes and customer service. The Board remains optimistic about the long-term prospects of the TIC industry and believes that the Companys diversified service portfolio, technical capabilities, laboratory network, customer relationships and experienced management team provide a strong foundation for sustainable growth. The Company will continue to evaluate opportunities for organic and inorganic expansion while maintaining focus on financial discipline, quality, compliance and long-term stakeholder value creation.

3. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there was no change in the nature of business of the Company. The Company continued to carry on its existing business activities in the Testing, Inspection and Certification ("TIC") sector in accordance with its main objects.

4. TRANSFER TO RESERVES

During the financial year under review, the Company has not proposed any transfer of the profit to the General Reserve.

The profit after tax of Rs. 796.44 Lakh for the year has been retained in the Statement of Profit and Loss, subject to applicable accounting adjustments.

Further, during the year under review, an amount of approximately Rs. 5,032.48 Lakh was credited to the Securities Premium Account in connection with the issue of equity shares pursuant to the share-swap arrangement referred to in this Report.

5. DIVIDEND

The Board of Directors, after considering the financial performance, future capital requirements, growth opportunities and the need to conserve resources, has not recommended any dividend for the financial year ended 31st March, 2026. The Company intends to deploy its available resources towards strengthening its operations, expanding its capabilities and pursuing its strategic growth objectives.

6. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As at 31st March, 2026, the Company had the following subsidiaries:

- Interstellar Testing Centre Private Limited - Wholly Owned Subsidiary;

- Quality and Testing Infosolution Private Limited - Wholly Owned Subsidiary; and

- Labops Global Private Limited - Subsidiary.

The Company does not have any Joint Venture or Associate Company as at 31st March, 2026.

During the year under review, the Company completed the acquisition of the balance stake in Interstellar Testing Centre Private Limited pursuant to the share-swap arrangement, resulting in Interstellar Testing Centre Private Limited becoming a wholly owned subsidiary of the Company. Further, the Company made an investment in Labops Global Private Limited, which became a subsidiary of the Company during the year.

In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended 31st March, 2026 form part of this Annual Report. Further, a statement containing the salient features of the financial statements of the Companys subsidiaries, in the prescribed format Form AOC-1, is annexed to this Report as Annexure A.

The financial statements of the subsidiary companies are available for inspection by the Members in accordance with applicable provisions of the Act. The Company shall furnish copies of the audited financial statements of its subsidiaries to Members upon request in accordance with applicable law.

7. SHARE CAPITAL

Authorised Share Capital

The Authorised Share Capital of the Company as on 31st March, 2026 was Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 equity shares of Rs. 10/- each. There was no change in the Authorised Share Capital of the Company during FY 2025-26.

Paid-up and Subscribed Share Capital

As on 31st March, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 11,65,20,310/- (Rupees Eleven Crore Sixty-Five Lakh Twenty Thousand Three Hundred Ten Only) comprising 1,16,52,031 equity shares of Rs. 10/- each, fully paid-up.

During the year under review, the Company issued and allotted 16,72,531 equity shares of Rs. 10/- each at an issue price of Rs. 310.89/- per equity share, for consideration other than cash, pursuant to the share-swap arrangement.

The aforesaid equity shares were allotted on 10th September, 2025 to:

- TIC Services Private Limited · 11,70,881 equity shares; and

- Mr. Sanjiv Khullar · 5,01,650 equity shares.

The allotment was made pursuant to the Share Swap Agreement dated 30th May, 2025, entered into in connection with acquisition of the balance stake in Interstellar Testing Centre Private Limited.

Consequent upon the aforesaid allotment, the paid-up equity share capital of the Company increased from Rs. 9,97,95,000/- comprising 99,79,500 equity shares to Rs. 11,65,20,310/- comprising 1,16,52,031 equity shares of Rs. 10/- each.

8. LISTING OF EQUITY SHARES AND DEMATERIALISATION

The equity shares of the Company continue to be listed on the SME Platform of BSE Limited under the trading symbol "QLL".

The Company has complied with the applicable listing requirements and has paid the applicable listing fees to BSE Limited and applicable depository/custodian charges for the financial year under review.

All the equity shares of the Company are held in dematerialised form as on 31st March, 2026.

The International Securities Identification Number ("ISIN") allotted to the equity shares of the Company is INE0Q1R01012.

9. ACQUISITIONS AND INVESTMENTS

During the year under review, the Company completed the acquisition of the balance stake in Interstellar Testing Centre Private Limited through a share-swap arrangement.

Pursuant to the share-swap arrangement, the Company acquired an aggregate of 2,54,959 equity shares of Interstellar Testing Centre Private Limited, comprising 1,78,488 equity shares from TIC Services Private Limited and 76,471 equity shares from Mr. Sanjiv Khullar. In consideration thereof, the Company allotted an aggregate of 16,72,531 equity shares to the aforesaid shareholders. Consequently, Interstellar Testing Centre Private Limited became a wholly-owned subsidiary of the Company with effect from 10th September, 2025.

Consequent to the aforesaid acquisition, the Companys cumulative investment in Interstellar Testing Centre Private Limited increased to 5,09,804 equity shares, having an aggregate investment value of approximately Rs. 8,498.99 Lakh.

During the year under review, the Company also acquired 740 equity shares of Rs. 10/- each in LabOps Global Private Limited, representing 74% of its equity share capital, for a consideration of Rs. 7,400/- paid entirely in cash. Consequently, LabOps Global Private Limited became a subsidiary of the Company with effect from 23rd May, 2025.

The Companys investment in Quality and Testing Infosolution Private Limited remained at 2,34,000 equity shares, representing 100% of its equity share capital, having an aggregate investment value of Rs. 500.00 Lakh.

10. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

The Members of the Company, at their 6th Annual General Meeting held on 29th September, 2023, appointed M/s. J. Madan & Associates, Chartered Accountants (Firm Registration No. 025913N) as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 6th Annual General Meeting until the conclusion of the 11th Annual General Meeting of the Company.

The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026.

The Statutory Auditors Reports do not contain any qualification, reservation, adverse remark or disclaimer requiring comments or explanation by the Board under Section 134(3)(f) of the Companies Act, 2013.

The observations, if any, contained in the Auditors Reports and the corresponding notes forming part of the financial statements are self-explanatory.

B. Secretarial Auditors

M/s. Ronak Jhuthawat & Co., Company Secretaries, Proprietor Mr. Ronak Jhuthawat (Membership No. 9738 and COP No. 12094; Peer Review Certificate No. 1270/2021), were appointed as Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report in Form MR-3 for FY 2025-26 is annexed to this Report as Annexure E and forms an integral part of this Report.

The Secretarial Audit Report does not contain any observation, qualification, reservation or adverse remark requiring explanation or comments from the Board.

C. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. SAPR & Co. LLP, Chartered Accountants (Firm Registration No. N500111) as the Internal Auditors of the Company for FY 2025-26.

The Internal Auditors periodically reviewed and evaluated the adequacy and effectiveness of the internal control systems, accounting procedures, operating processes and compliance framework of the Company.

The Internal Audit reports and significant observations were placed before the Audit Committee and the Board, wherever applicable.

D. Cost Auditors

The provisions relating to maintenance of cost records and appointment of Cost Auditors under Section 148 of the Companies Act, 2013 were not applicable to the Company during FY 2025-26.

11. REPORTING OF FRAUDS BY AUDITORS

During FY 2025-26, no instance of fraud was reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Board of Directors

The Company has a professionally constituted Board of Directors comprising Executive, Non-Executive and Independent Directors, with an appropriate mix of experience, knowledge, skills and expertise relevant to the Companys business and operations.

The Board provides strategic direction and effective oversight to the management of the Company and continues to focus on sustainable growth, corporate governance, risk management, regulatory compliance and protection of the interests of all stakeholders.

During the Financial Year 2025-26, the Board of Directors of the Company met 08 (Eight) times. The meetings were duly convened in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, and the requisite quorum was present at all the meetings.

The composition of the Board of Directors as at 31st March, 2026 was as follows:

S. No.	Name of Director	DIN	Designation
1	Mr. Antaryami Nayak	07232463	Chairman & Managing Director
2	Mr. Kamal Grover	07429267	Whole-Time Director
3	Mr. Mangesh Vitthal Bhosale	10922526	Whole-Time Director
4	Mr. Alok Kumar Agarwal	02713687	Non-Executive Non-Independent Director
5	Mr. Sulabh Jain	07739598	Independent Director
6	Mr. Manish Wahi	09785936	Independent Director
7	Ms. Shubhangi Agarwal	08135535	Independent Director
8	Mr. Ajay Agarwal	06778079	Independent Director

The detailed particulars relating to the composition of the Board, attendance at Board Meetings, directorships, committee positions and other relevant disclosures are provided in the applicable sections of this Annual Report.

B. Key Managerial Personnel

As at 31st March, 2026, the Key Managerial Personnel of the Company comprised the following:

1. Mr. Antaryami Nayak - Chairman & Managing Director; and

2. Mr. Navneet Gupta - Chief Financial Officer;

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, the Company continued to strengthen its Board and governance structure.

Mr. Ajay Agarwal, Additional Independent Director, and Mr. Mangesh Vitthal Bhosale, Additional Director, who were appointed with effect from 29th March, 2025, were placed before the Members for approval at the 7th Annual General Meeting held on 25th September, 2025, in accordance with the applicable provisions of the Companies Act, 2013.

Mr. Mayank Garg, Company Secretary & Compliance Officer, ceased to hold the said position in February 2026.

The Company shall disclose all other changes in the composition of the Board and Key Managerial Personnel during FY 2025-26, including appointments, resignations, retirement by rotation and re-designations, based on the final statutory records.

14. RETIREMENT BY ROTATION

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Antaryami Nayak (DIN: 07232463), Managing Director & CEO, being eligible, is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment.

The requisite details relating to his re-appointment are provided in the Notice convening the 8th Annual General Meeting.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence specified under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI LODR Regulations.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with objective and independent judgment.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency to discharge their duties effectively.

The Independent Directors have complied with the applicable requirements relating to inclusion of their names in the Independent Directors databank and proficiency self-assessment, wherever applicable.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures therefrom;

b) the Directors have 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 as at 31st March, 2026 and of the profit of the Company for the financial year ended on that date;

c) the Directors have 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 annual accounts have been prepared on a going concern basis;

e) the Directors have laid down internal financial controls which are adequate and operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

17. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, the Board of Directors of the Company met 8 (Eight) times. The meetings of the Board were duly convened with proper notice and were held in compliance with the applicable provisions of Section 173 of the Companies Act, 2013 and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI). The requisite quorum was present at all the meetings and the gap between two consecutive meetings did not exceed the period prescribed under the applicable provisions of the Companies Act, 2013.

The attendance of the Directors at the Board Meetings held during the Financial Year 2025-26 and their attendance at the 7th Annual General Meeting of the Company held on 25th September, 2025 is set out below:

Attendance of Directors at Board Meetings

Name of Director

29.05.2025

05.07.2025

29.08.2025

10.09.2025

12.11.2025

10.12.2025

20.12.2025

16.03.2026

Total BMs Held

BMs Attended

Attendance %

AGM 25.09.2025

Mr. Antaryami Nayak

?

?

?

?

?

?

?

?

8

8

100%

Yes

Mr. Kamal Grover

?

?

?

?

?

?

?

?

8

8

100%

Yes

Mr. Alok Kumar Agarwal

?

?

x

x

?

?

x

x

8

4

50%

Yes

Ms. Shubhangi Agarwal

?

x

?

x

?

?

?

?

8

6

75%

Yes

Mr. Sulabh Jain

?

x

?

x

?

?

?

?

8

6

75%

No

Mr. Manish Wahi

?

x

?

x

?

?

?

?

8

6

75%

Yes

Mr. Ajay Agarwal

?

?

?

?

?

?

?

?

8

8

100%

No

Mr. Mangesh Vitthal Bhosale

x

?

?

?

?

?

?

?

8

7

87.5%

Yes

18. COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted various Committees to assist the Board in effectively discharging its responsibilities and to ensure good corporate governance, transparency and effective oversight of the affairs of the Company.

During the Financial Year 2025-26, the following Committees were constituted by the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The composition of the Committees and the meetings held during the Financial Year 2025-26 are set out below:

A. Audit Committee

Composition

Name of Director	Status in Committee	Nature of Directorship
Mr. Sulabh Jain	Chairman	Independent Director
Mr. Alok Kumar Agarwal	Member	Non-Executive Director
Ms. Shubhangi Agarwal	Member	Independent Director

The Company Secretary acts as the Secretary to the Audit Committee. The Statutory Auditors attend the meetings of the Audit Committee where the financial results are considered and attend other meetings, as and when required. Senior executives of the Finance Department are also invited to attend the meetings of the Committee, depending upon the agenda and requirements.

During the Financial Year 2025-26, the Audit Committee met 4 (Four) times, on 29th May 2025, 29th August 2025, 12th November 2025 and 20th December 2025. All the members were present at each of the meetings.

The roles and responsibilities of the Audit Committee are aligned with the applicable provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also adopted a Policy on Related Party Transactions, which is reviewed periodically by the Audit Committee and the Board, as applicable.

B. Nomination and Remuneration Committee

Composition

Name of Director	Status in Committee	Nature of Directorship
Ms. Shubhangi Agarwal	Chairman	Independent Director
Mr. Alok Kumar Agarwaltd>	Member	Whole-Time Director
Mr. Manish Wahi	Member	Independent Director

The Company has constituted a Nomination and Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

The Company has adopted a Nomination and Remuneration Policy in accordance with the applicable statutory requirements. The Policy provides the framework for appointment, remuneration and evaluation of Directors and Key Managerial Personnel and other matters as prescribed under the applicable laws.

During the Financial Year 2025-26, the Nomination and Remuneration Committee met 3 (Three) times, on 29th May 2025, 29th August 2025 and 12th November 2025. All the members were present at each of the meetings.

C. Stakeholders Relationship Committee

Composition

Name of Director	Status in Committee	Nature of Directorship
Mr. Alok Kumar Agarwal	Chairman	Non-Executive Director
Mr. Kamal Grover	Member	Whole-Time Director
Mr. Sulabh Jain	Member	Independent Director

During the Financial Year 2025-26, the Stakeholders Relationship Committee met 1 (One) time, on 12th November 2025. All the members were present at the meeting.

D. Corporate Social Responsibility Committee

Composition

Name of Director	Status in Committee	Nature of Directorship
Mr. Antaryami Nayak	Chairman	Managing Director
Mr. Manish Wahi	Member	Independent Director
Mr. Alok Kumar Agarwal	Member	Non-Executive Director

The Company has constituted a Corporate Social Responsibility Committee in accordance with the applicable provisions of the Companies Act, 2013.

The Company has adopted a Corporate Social Responsibility (CSR) Policy, which sets out the Companys CSR framework, guiding principles and areas of focus in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

During the Financial Year 2025-26, the Corporate Social Responsibility Committee met 1 (One) time, on 16th March 2026. All the members were present at the meeting.

The composition and functioning of the aforesaid Committees are in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, and other applicable statutory requirements.

The Audit Committee Charter/Terms of Reference, Nomination and Remuneration Policy, CSR Policy and Policy on Related Party Transactions, as applicable, are available on the Companys website at www.qualiteklab.com.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company undertakes appropriate familiarisation initiatives for its Independent Directors to familiarise them with the Companys business, operations, business model, strategy, industry environment, regulatory framework, governance practices and significant developments.

During the Financial Year 2025-26, the Company provided appropriate opportunities to the Independent Directors for familiarisation with the Companys business, operations, financial performance, strategy, regulatory environment and other relevant matters through Board and Committee meetings, presentations and discussions with the management, as applicable.

The details of the familiarisation programme imparted to the Independent Directors are made available on the Companys website at www.qualiteklab.com.

Meeting of Independent Directors

During the Financial Year 2025-26, 1 (One) separate meeting of the Independent Directors of the Company was held on Friday, 2nd January, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. The meeting was attended by all the Independent Directors of the Company.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formulated a Nomination and Remuneration Policy in accordance with the applicable provisions of the Companies Act, 2013.

The Policy provides, inter alia, the framework for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and lays down appropriate criteria relating to qualifications, positive attributes, independence, performance evaluation and remuneration.

The policy is reviewed periodically by the Nomination and Remuneration Committee and the Board.

21. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has undertaken an annual evaluation of its own performance, the performance of its Committees and individual Directors.

The evaluation framework considers various parameters, including:

- Board composition and structure;

- effectiveness of Board processes;

- quality and timeliness of information provided to the Board;

- participation and contribution of Directors;

- strategic guidance;

- effectiveness of Committees;

- adherence to governance standards;

- professional conduct; and

- fulfilment of fiduciary responsibilities.

The performance evaluation of Independent Directors and individual Directors was undertaken in accordance with the applicable provisions of the Act.

The Independent Directors also evaluated the performance of the Board as a whole, the Non-Independent Directors and the Chairperson, in accordance with applicable requirements.

The Board expressed its satisfaction with the evaluation process and the performance of the Board and its Committees.

22. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186

Pursuant to the provisions of Section 186 of the Companies Act, 2013, particulars of loans, guarantees and investments made or provided by the Company during the financial year 2025-26 are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

During the financial year under review, the Company made investments in its subsidiary companies, granted loans/advances for business purposes and provided a corporate guarantee in connection with borrowings availed by its subsidiary, as detailed below:

Loans / Advances

Name of Entity	Relationship	Purpose	Amount Outstanding as at 31.03.2026 (Rs. in Lakh)
Interstellar Testing Centre Private Limited	Wholly Owned Subsidiary	General business / operational requirements	162.67
Quality and Testing Infosolution Private Limited	Wholly Owned Subsidiary	General business / operational requirements	143.13
LabOps Global Private Limited	Subsidiary	General business / operational requirements	6.20

Investments

Name of Entity	Relationship	Nature of Investment	Amount (Rs. in Lakh)
Interstellar Testing Centre Private Limited	Wholly Owned Subsidiary	Equity Shares	8,498.99
Quality and Testing Infosolution Private Limited	Wholly Owned Subsidiary	Equity Shares	500.00
LabOps Global Private Limited	Subsidiary	Equity Shares	0.07

Guarantee

During the financial year under review, the Company provided a corporate guarantee in favour of banks in respect of long-term borrowings and overdraft facilities availed by Interstellar Testing Centre Private Limited, a wholly owned subsidiary of the Company, amounting to Rs. 2,133.00 Lakh. The balance outstanding against such borrowings as at 31st March, 2026 was Rs. 1,728.59 Lakh.

The particulars of the aforesaid loans, investments and guarantee, including the purpose and other relevant terms, are disclosed in the Notes to the Financial Statements in accordance with the applicable provisions of the Companies Act, 2013.

The Company has complied with the applicable provisions of Section 186 of the Companies Act, 2013 in respect of the aforesaid loans, investments, guarantees and securities, to the extent applicable.

23. RELATED PARTY TRANSACTIONS

During FY 2025-26, the Company entered into transactions with related parties in the ordinary course of business and, where applicable, on an arms length basis.

The Audit Committee and the Board reviewed the related party transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations, to the extent applicable.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed format, are disclosed in Form AOC-2 annexed to this Report as Annexure D.

The details of related party transactions as required under applicable accounting standards are also disclosed in the Notes to the Financial Statements.

The Company has adopted appropriate policies and procedures for identification, approval, review and disclosure of related party transactions.

Further, pursuant to the amendments to Regulation 23 of the SEBI LODR Regulations applicable to eligible SME-listed entities with effect from 1st April, 2025, the Company has complied with the applicable requirements relating to identification, approval, review and disclosure of related party transactions, wherever applicable.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

During FY 2025-26, the Company has complied with the applicable provisions of:

- Secretarial Standard-1 (“SS-1”) relating to Meetings of the Board of Directors; and

- Secretarial Standard-2 (“SS-2”) relating to General Meetings, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

25. CORPORATE SOCIAL RESPONSIBILITY

The applicability of Section 135 of the Companies Act, 2013 is determined with reference to the prescribed thresholds relating to net worth, turnover and net profit during the immediately preceding financial year.

Based on the audited financial statements and the computation of net profit in accordance with Section 198 of the Companies Act, 2013, the Company has assessed the applicability of the CSR provisions for FY 2025-26.

During FY 2025-26, the Company was covered under the provisions of Section 135 of the Companies Act, 2013. The Company has constituted a Corporate Social Responsibility Committee and formulated a CSR Policy in accordance with the applicable provisions of the Act and the Companies (CSR Policy) Rules, 2014. The Annual Report on CSR Activities for FY 2025-26 is annexed to this Report as Annexure F.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided below:

A. Conservation of Energy

The Company is engaged primarily in the business of testing, inspection, laboratory and related technical services and its operations are not energy-intensive in nature. Nevertheless, the Company continues to focus on the efficient utilisation of energy and other resources across its laboratories, offices and operational facilities.

The Company endeavours to conserve energy through efficient utilisation of electrical equipment and utilities, appropriate maintenance of facilities and equipment, and adoption of prudent operational practices.

B. Technology Absorption

The Company continues to focus on technology enhancement, process improvement and strengthening of its technical and laboratory capabilities. The Company utilises appropriate testing methodologies, laboratory equipment, technical systems and digital tools to enhance operational efficiency, accuracy, quality and service delivery.

The Company also continues to monitor developments in relevant testing standards, technical practices and industry requirements and adopts appropriate technological advancements, wherever considered relevant to its operations.

During the year under review, the Company continued its efforts towards improvement of its testing and laboratory capabilities and operational processes through the effective utilisation of appropriate technologies and technical practices.

C. Foreign Exchange Earnings and Outgo

During the Financial Year 2025-26, the Company had foreign exchange earnings of Rs. 111.12 Lakh from export of services, as disclosed in the financial statements.

The foreign exchange outgo during the year included Rs. 80.71 Lakh towards import of capital goods, Rs. 1.54 Lakh towards import of raw materials and Rs. 168.22 Lakh towards expenditure in foreign currency on account of royalty, know-how, professional and consultancy fees, interest and other matters, as disclosed in the financial statements.

The Company continues to explore opportunities for expanding its testing, inspection, laboratory and related technical service capabilities in domestic and international markets.

27. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2026, in the prescribed form, shall be made available on the website of the Company in accordance with applicable provisions.

28. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The disclosures relating to remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure B.

The applicable particulars under Rule 5(1), Rule 5(2) and Rule 5(3) of the aforesaid Rules have been disclosed in the prescribed manner.

29. INTERNAL FINANCIAL CONTROLS

The Company has established and maintained adequate internal financial controls commensurate with the size, scale and complexity of its operations.

The internal control framework comprises policies, procedures, approval mechanisms, segregation of duties, financial controls, internal audit mechanisms and management reviews designed to provide reasonable assurance regarding:

- reliability and integrity of financial information;

- safeguarding of assets;

- prevention and detection of fraud and errors;

- accuracy and completeness of accounting records;

- compliance with applicable laws and regulations;

- authorisation of transactions; and

- timely preparation of reliable financial information.

The Audit Committee periodically reviews the adequacy and effectiveness of the internal control framework.

The Statutory Auditors have also considered the adequacy of internal financial controls over financial reporting as required under applicable provisions of the Companies Act, 2013.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and applicable provisions of the SEBI LODR Regulations.

The mechanism provides an avenue for Directors, employees and other eligible stakeholders to report genuine concerns regarding unethical conduct, actual or suspected fraud, violation of the Companys policies or applicable laws.

The Vigil Mechanism provides for appropriate safeguards against victimisation and provides for direct access to the Chairperson of the Audit Committee in appropriate circumstances.

During FY 2025-26, no person was denied access to the Audit Committee under the Vigil Mechanism.

31. RISK MANAGEMENT

The Company recognises that effective risk management is an integral part of achieving its strategic objectives, ensuring business continuity and supporting sustainable growth. The Company has an appropriate risk management framework for identification, assessment, mitigation, monitoring and periodic review of risks that may have an impact on its business and operations. The principal risks relevant to the Company include strategic risks arising from changes in the industry environment, competition, customer concentration and market developments; operational risks relating to laboratory operations, service quality, human resources, infrastructure, equipment, technology and business continuity; financial risks relating to credit, liquidity, interest rates, foreign exchange and cash flow management; regulatory and compliance risks arising from changes in applicable laws, regulations, industry standards, accreditation requirements and statutory compliances; technology and cybersecurity risks relating to information technology systems, data security, cybersecurity, data privacy and business continuity; and reputational risks relating to quality of services, customer satisfaction, regulatory compliance and stakeholder perception. The Board and senior management periodically review the material risks faced by the Company and the adequacy of the measures adopted for their mitigation and monitor the risk management framework to ensure that emerging risks are appropriately identified and addressed.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

The Company has constituted an Internal Complaints Committee ("ICC") at the applicable workplaces.

The disclosures for FY 2025-26 are as follows:

Particulars	Number
Number of complaints pending at the beginning of the financial year	NIL
Number of complaints received during the financial year	NIL
Number of complaints disposed of during the financial year	NIL
Number of complaints pending at the end of the financial year	NIL

33. MATERNITY BENEFIT ACT

The Company is committed to compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and provides eligible women employees with maternity benefits in accordance with applicable law.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

There were no significant and material orders passed by any regulator, court or tribunal during FY 2025-26 which would have a material impact on the going concern status of the Company or its future operations.

35. DEPOSITS

During FY 2025-26, the Company has not accepted or renewed any deposits falling within the purview of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, the provisions relating to disclosure of particulars of deposits accepted during the year are not applicable to the Company.

The Company did not have any unclaimed or unpaid deposits as at 31st March, 2026.

36. LOANS FROM DIRECTORS AND THEIR RELATIVES

During FY 2025-26, the Company has not accepted any loans from its Directors or their relatives which are required to be reported as deposits under the applicable provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

37. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During FY 2025-26, there were no applications made and no proceedings pending against or by the Company under the Insolvency and Bankruptcy Code, 2016, as amended from time to time.

38. ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the financial year under review, the Company has not entered into any one-time settlement with any bank or financial institution.

Accordingly, no disclosure is required under this head.

39. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for FY 2025-26, prepared in accordance with the applicable provisions of the SEBI LODR Regulations, is annexed to this Report as Annexure C and forms an integral part of this Annual Report.

The MD&A provides an overview of the industry, economic environment, operational performance, opportunities, risks, internal controls and outlook of the Company.

40. CORPORATE GOVERNANCE

As the equity shares of the Company are listed on the SME Platform of BSE Limited, the Company is eligible for the exemptions available to SME-listed entities under Regulation 15(2) of the SEBI LODR Regulations, subject to the specific provisions applicable to the Company.

Accordingly, the provisions relating to the Corporate Governance Report under Regulations 17 to 27 of the SEBI LODR Regulations are not applicable to the Company to the extent covered by the applicable SME exemption.

Notwithstanding the above, the Company remains committed to maintaining high standards of corporate governance, transparency, accountability and ethical business practices.

The Company has voluntarily adopted appropriate governance practices and constituted Board Committees in accordance with the applicable provisions of the Companies Act, 2013.

41. SEBI COMPLAINTS REDRESS SYSTEM – SCORES

The Company is registered with the SEBI Complaints Redress System ("SCORES") platform. The Company is committed to resolving investor grievances promptly and within the prescribed timelines. Investor complaints received through SCORES and other prescribed mechanisms are monitored and appropriately addressed in accordance with applicable regulatory requirements.

42. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has formulated and implemented a Code of Conduct for prevention of Insider Trading in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code is designed to regulate, monitor and prevent trading in securities of the Company by designated persons and other persons covered under the applicable regulatory framework.

The Company has also adopted appropriate procedures for handling unpublished price sensitive information and maintaining the requisite records.

43. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company recognises its employees as an important pillar of its continued growth and success. During FY 2025-26, the Company continued to focus on employee capability development, technical training, performance management, workplace safety, employee engagement and development of a positive work culture. The Company seeks to provide equal opportunities, encourage professional development and maintain a workplace culture based on integrity, respect, teamwork and accountability. The Company also continues to invest in strengthening the skills and capabilities required for the evolving requirements of the TIC industry. Industrial relations remained cordial during the year under review.

44. OTHER DISCLOSURES

A. Differential Rights

During the year under review, the Company has not issued any equity shares carrying differential rights as to dividend, voting or otherwise. The equity shares issued pursuant to the share-swap arrangement carried the same rights as the existing equity shares of the Company.

B. Sweat Equity Shares

The Company has not issued any sweat equity shares during FY 2025-26.

C. Employee Stock Option Scheme

The Company has not granted or issued any stock options under an Employee Stock Option Scheme during FY 2025-26.

D. Buy-back of Securities

The Company has not undertaken any buy-back of its securities during the financial year under review.

E. Bonus Shares

The Company has not issued any bonus shares during FY 2025-26.

F. Preferential Allotment

The Company allotted 16,72,531 equity shares pursuant to the share-swap arrangement and in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI ICDR Regulations, as applicable.

45. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company completed the acquisition of the balance stake in Interstellar Testing Centre Private Limited pursuant to the share-swap arrangement during FY 2025-26.

The Company also made an investment in Labops Global Private Limited, pursuant to which the entity became a subsidiary of the Company.

Except for the aforesaid matters and matters disclosed elsewhere in the Annual Report, there were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report which require disclosure under Section 134(3)(l) of the Companies Act, 2013.

46. ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March, 2026 shall be made available on the website of the Company in accordance with the applicable provisions of Section 92 of the Companies Act, 2013.

47. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders for their continued support and confidence in the Company.

The Board thanks the Companys customers, business partners, vendors, financial institutions, bankers, regulatory authorities, stock exchange, depositories, professional advisors and shareholders for their continued cooperation and support.

The Board also places on record its appreciation for the dedication, commitment and contribution of the employees of the Company and its subsidiaries.

The Company remains committed to strengthening its operational capabilities, expanding its market presence, maintaining high standards of quality and compliance and creating sustainable long-term value for all stakeholders.

The Board looks forward to continued support and cooperation from all stakeholders as the Company progresses towards its next phase of growth.

For & on behalf of the Board

For Qualitek Labs Limited

Sd/-

Antaryami Nayak

Managing Director

DIN No. 07232463

Sd/-

Kamal Grover

Whole Time Director

DIN No. 07429267

Place:- Noida

Date:- 29th August, 2026