Qualitek Labs Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 7th Annual Report of Qualitek Labs Limited, along with the Audited Financial Statements (Standalone and Consolidated) and the Auditors Report for the financial year ended 31st March, 2025, prepared in accordance with the applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Highlights

The financial highlights for the year under review are as follows:

in Lakhs)

Particulars	Standalone FY 2024-25	Standalone FY 2023-24	Consolidated FY 2024-25	Consolidated FY 2023-24*
Revenue (including Other Income)	4,601.74	2,926.59	7,074.27	-
Net Profit/(Loss) Before Depreciation, Interest and Tax	1,185.44	813.15	1,676.05	-
Less: Depreciation	326.82	139.80	425.17	-
Less: Interest	147.94	90.92	209.04	-
Profit/(Loss) from Associated Enterprises	-	-	-	-
Net Profit/(Loss) Before Tax	710.68	582.43	1,041.84	-
Less: Tax Expenses	182.35	151.70	273.48	-
Profit/(Loss) After Tax	528.33	430.73	768.36	-

*The Consolidated Financial Statements have been prepared for the first time for the year ended 31st March 2025, as consolidation was not applicable in previous years.

Operations and Business Performance

During the year, the Company reported standalone revenue* of Rs.4,601.74 lakhs and Net Profit After Tax of Rs.528.33 lakhs, reflecting strong growth over the previous year. Consolidated financials were prepared for the first time, with revenue* of Rs.7,074.27 lakhs and Net Profit After Tax of Rs.768.36 lakhs in FY 202425.

* Including other income

Listing and Capital Structure

The equity shares of Company were listed on the SME Platform of BSE Limited and commenced trading with effect from Monday, 29thjanuary 2024, under the trading symbol QLL. The Company has duly paid the listing fees to BSE Limited and custodian charges to NSDL and CDSL for the financial year 2024-25. During the year under review, the Company successfully completed a Preferential Allotment of 26,07,600 equity shares of face value Rs.10/- each at a price of Rs.198.33 per share (including a premium of Rs.188.33 per share), aggregating to approximately Rs.5,171.65 lakhs. The allotment was made on 31st August 2024 for cash consideration, in compliance with the provisions of the Companies Act, 2013, SEBI (ICDR) Regulations, 2018, and other applicable laws.

Consequent to the above allotment, the issued and paid-up share capital of the Company increased from Rs.7,37,19,000 (comprising 73,71,900 equity shares of Rs.10 each) to Rs.9,97,95,000 (comprising 99,79,500 equity shares of Rs.10 each), fully paid-up.

Acquisitions

During the year, the Company strategically acquired Interstellar Testing Centre Private Limited, with 49.99% stake acquired for Rs.3,299.26 lakhs in cash consideration and the remaining 50.01% proposed to be acquired through a share swap, which is currently under process. The Company also acquired 100% stake in Quality and Testing Infosolution Private Limited (CIN: - U72900UP2020PTC136344) through cash consideration, further strengthening its presence in the testing and quality assurance domain.

Dematerialization of Shares

All the equity shares of the Company are held in dematerialized form as on 31st March, 2025. The ISIN allotted to the Companys equity shares is INE0Q1R01012.

Transfer to Reserves

During the year under review, your Company has not transferred any amount to General Reserve. Dividend

The Board of Directors has not recommended any dividend for the financial year ended 31st March, 2025, in order to conserve resources for future growth and development of the Company.

Financial Statements (Standalone and Consolidated)

The Board of Directors, at its meeting held on 29th May, 2025, approved the Standalone and Consolidated Financial Statements ofthe Company for the financial year ended 31st March, 2025.

Information and Performance of Holding, Subsidiary, Associate Companies, and Joint Ventures

The Company has TIC Services Private Limited as its Holding Company. During the year under review, the Company acquired Quality and Testing Infosolution Private Limited, which became a Wholly-Owned Subsidiary of the Company. The Company also holds a majority stake in Interstellar Testing Centre Private Limited, which is classified as a Subsidiary Company as per the provisions of the Companies Act, 2013. As on 31st March, 2025, the Company does not have any Joint Ventures.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated Financial Statements for the financial year ended 31st March, 2025, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of the Companys Subsidiary and Associate Company, in the prescribed format Form AOC-1, is annexed to this Report as (AnnexureA).

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a copy of the Annual Return for the financial year ended 31st March, 2025 is available on the Companys website at https://www.qualiteklab.com/financials/.

Number of Meetings of The Board

During the financial year 2024-25, the Board of Directors of the Company met six (6) times, on the following dates: 29th May 2024, 26th July 2024, 31st August 2024, 13th November 2024, 12th February 2025, and 29th March 2025.

All meetings were convened with due notice and in compliance with the 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 necessary quorum was present at all the meetings. The time gap between any two consecutive meetings did not exceed the statutory limit of 120 days. The attendance of the Directors at the Board Meetings held during the year, along with their presence at the Annual General Meeting held on 20th August 2024, are provided below: -

Name of the Directors	29 May 2024	26Jul 2024	31 Aug 2024	13 Nov 2024	12 Feb 2025	29 Mar 2025	Total Board Meetings Held During Tenure	Board Meeting Attended	% Attend ance	Attended AGM on 20.08. 2024
Mr. Antaryami Nayak (Managing Director)	y	y	y	y	y	y	06	06	100%	Yes
Mr. Alok Kumar Agarwal (Non-Executive Director)	y	y	y	y	y	y	06	06	100%	Yes
Mr. Kamal Grover (Whole Time Director)	y	y	y	y	y	y	06	06	100%	Yes
Mr. Sulabh Jain (Independent Director)	y	y	y	y	y	y	06	06	100%	No
Ms. Shubhangi Agarwal (Independent Director)	y	y	y	y	y	y	06	06	100%	Yes
Mr. Manish Wahi (Independent Director)	y	X	y	y	y	y	06	05	83.33%	Yes

I. COMMITTEES OF THE BOARD

As on the date of this Report, the Board of Directors of Qualitek Labs Limited has constituted the following (4) four Committees to assist in effective governance and oversight:

1. Audit Committee

The composition of the Audit Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on March 31, 2025, the Audit Committee of the Company comprised the following members:

Name of the Director	Status in the 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 of the Audit Committee. The Statutory Auditors attend the meetings of the Committee where financial results are considered and as and when required. Senior executives from the finance department are also invited, based on the agenda and requirements.

During the financial year ended March 31, 2025, the Audit Committee met (04) four times. The details of the meetings are as under:

Date of Meeting	Mr. Sulabh Jain	Mr. Alok Kumar Agarwal	Ms. Shubhangi Agarwal
29th May, 2024	Present	Present	Present
26th July, 2024	Present	Present	Present
13th November, 2024	Present	Present	Present
12th February, 2025	Present	Present	Present

The roles and responsibilities of the Audit Committee are aligned with Section 177 of the Companies Act, 2013 and applicable SEBI (LODR) Regulations. The Company has also adopted a Policy on Related Party Transactions, reviewed periodically by the Committee. These documents are available on the Companys website at www.qualiteklab.com.

2. Nomination & Remuneration Committee

The composition of the Committee was in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review

As on March 31, 2025, the Nomination and Remuneration Committee of the Company comprised the following members:

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

During the financial year 2024-25, the Nomination and Remuneration Committee met three (3) times. The details of the meetings and attendance of the members are as follows:

Date of Meeting	Ms. Shubhangi Agarwal	Mr. Alok Kumar Agarwal	Mr. Manish Wahi
29th May, 2024	Present	Present	Present
26th July, 2024	Present	Present	Present
29th March, 2025	Present	Present	Present

The Company has adopted a Nomination and Remuneration Policy in line with the applicable provisions of the Companies Act, 2013. The policy lays down the framework for appointment, remuneration, and evaluation of Directors and Key Managerial Personnel.

Salient features of the said policy are available on the Companys website at www.qualiteklab.com.

3. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in accordance with the provisions of the Section 178 (5) of the Companies Act, 2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

As on March 31, 2025, the Stakeholders Relationship Committee of the Company comprised the following members:

Name of the Director	Status in the 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

The Company Secretary acts as the Secretary of the Committee.

During the financial year 2024-25, no meeting of the Stakeholders Relationship Committee was scheduled, as there were no complaints or matters requiring the Committees intervention.

4. Corporate Social Responsibility (CSR) Committee

The composition of the CSR Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013.

As on March 31, 2025, the Corporate Social Responsibility Committee of the Company comprised the following members:

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

During the financial year 2024-25, the Corporate Social Responsibility Committee met One (1) time. The details of the meetings and attendance of the members are as follows:

Date of Meeting	Mr. Antaryami Nayak	Mr. Manish Wahi	Mr. Alok Kumar Agarwal
12th February, 2025	Present	Present	Present

The Company has adopted a Corporate Social Responsibility (CSR) Policy, which outlines its CSR framework, guiding principles, and areas of focus in line with the provisions of the Companies Act, 2013.

The said policy is available on the Companys website at www.qualiteklab.com.

Formal Annual Evaluation of the Board, its Committees, and Individual Directors

The Company has adopted a formal mechanism for evaluating the performance of the Board, its Committees, and Individual Directors in accordance with the provisions of the Companies Act, 2013. During the year under review, a structured evaluation process was carried out, covering various key parameters such as the composition of the Board and Committees, experience and competencies of Directors, performance of specific duties and obligations, attendance and participation at Board/Committee/General Meetings, preparedness for meetings, decision-making abilities, knowledge of the Companys industry, risk awareness, negotiation skills, commitment to corporate culture, leadership qualities, dedication of time, attitude, initiatives undertaken, and overall achievements.

A separate meeting of the Independent Directors was held on 13th November 2024, in which the performance of Non-Independent Directors, the Board as a whole, and the Chairman was reviewed, taking into consideration the views of Executive and Non-Executive Directors. All Independent Directors were present at the meeting.

The Board has noted the outcome of the evaluation process and expressed its satisfaction with the overall performance. The Board also placed on record its appreciation for the valuable contributions, insights, and professional expertise shared by the Independent Directors, which have significantly contributed to the Companys growth and governance standards.

Declaration by Independent Directors

Pursuant to the provisions of Section 149(6) and 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down under the aforesaid provisions.

Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise, and experience (including proficiency) as required under the applicable laws and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have confirmed their registration with the Independent Directors databank maintained by the Indian Institute of Corporate Affairs (MCA).

Disclosure Required Under Section 134(3)(e)

The Board of Directors of Qualitek Labs Limited has adopted a formal Board Diversity Policy in line with the requirements of Section 134(3)(e) of the Companies Act, 2013. This policy lays down the criteria for appointment and continuation of Directors, including at the time of their re-appointment in the Company. As per the policy, the Board aims to maintain an optimum combination of Directors with an appropriate balance of skills, experience, industry background, gender, and other attributes necessary for the effective functioning and decision-making of the Board. The diversity policy ensures that the Board benefits from a range of perspectives and expertise, which enhances the overall effectiveness and quality of governance. Further, the Nomination and Remuneration Committee of the Company recommends the remuneration payable to Directors, which is subject to the overall limits prescribed under the Companies Act, 2013. The remuneration is determined in accordance with the Board-approved Remuneration Policy, which seeks to align the interests of the Company and its Directors with long-term shareholder value while ensuring transparency, fairness, and performance-linked incentives.

Auditors And Their Reports

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company had appointed M/s. J Madan & Associates, Chartered Accountants (Firm Registration No. 025913N), as the Statutory Auditors of the Company for a term of five years at the Annual General Meeting held on 29th September 2023, to hold office until the conclusion of the Annual General Meeting to be held in the year 2028.

The Statutory Auditors Report for the financial year ended 31st March 2025 does not contain any qualification, reservation, adverse remark, or disclaimer. The observations made by the Auditors, if any, are self-explanatory and do not call for further comments. During the financial year, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013. Hence, no disclosure is required under Section 134(3) (ca) of the Act.

b) Secretarial Auditors

In accordance with 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, the Board had appointed M/s. Meenu Sharma & Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2024-25.

The Secretarial Audit was duly conducted and the report in Form MR-3 is annexed herewith as (Annexure - E) to this Report. The Secretarial Audit Report confirms that the Company has complied with all applicable statutory requirements and does not contain any qualification, reservation, or adverse remark.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s. SAPR & Co LLP , Chartered Accountants (FRN: N500111), as the Internal Auditors of the Company for the financial year 2024-25 The Internal Auditors have conducted periodic audits and submitted their reports to the Audit Committee. The reports of the Internal Auditor did not contain any material observations that required specific disclosure in the Boards Report.

d) Cost Audit

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 the financial year under review.

Reporting of Frauds by Auditors

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, no details are required to be disclosed in the Boards Report in this regard.

Particulars of Inter-Corporate Loans, Investments, Guarantees and Securities

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the Company has made investments, granted loans, and provided corporate guarantees during the financial year 2024-25, the particulars of which are detailed below:

A. Loans Given

During the year under review, the Company granted unsecured, interest-free loans to its subsidiaries for their operational and business development purposes, repayable after a period of three (3) years. The details are as follows:

Name of the Entity	Relationship	Purpose	Amount Outstanding as on 31.03.2025 (Rs. in Lakhs)	Maximum Amount Outstanding during FY 2024-25 (Rs. in Lakhs)
Interstellar Testing Centre Private Limited	Subsidiary Company	Operational Requirements	918.90	1243.80
Quality & Testing Infosolution Private Limited	Wholly-Owned Subsidiary	Operational Requirements	50.90	50.90

B. Investments Made

The Company has made equity investments in its subsidiaries during the financial year as prescribed under Section 186 of the Act. The details of investments are as under:

Name of the Entity	Relationship	Type of Investment	Amount (Rs. in Lakhs)
Interstellar Testing Centre Private Limited	Subsidiary Company	Equity Shares	3,299.26
Quality & Testing Infosolution Private Limited	Wholly-Owned Subsidiary	Equity Shares	500.00

C. Guarantees and Security Provided

During the financial year 2024-25, the Company has not directly provided any guarantees or securities in connection with any loan to any person under Section 186 of the Companies Act, 2013. All the above particulars are also disclosed in the Note Number 26 to the Financial Statements for the year ended March 31, 2025, in accordance with the applicable accounting standards and statutory requirements.

Directors and Key Managerial Personnel

During the financial year 2024-25, the Board of Directors of company consisted of eight Directors, comprising an optimal combination of Executive, Non-Executive, and Independent Directors, including one Woman Director, in compliance with the provisions of the Companies Act, 2013, and the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to SME-listed entities. The composition of the Board reflects a judicious mix of professional expertise, industry experience, and diversity in thought and perspective, thereby ensuring effective governance and decision-making at the Board level.

The details of Directors as on March 31, 2025, are as follows:

S.No.	Name of the Director	DIN	Designation	Category	Date of Appointment
1	Mr. Antaryami Nayak	07232463	Managing Director	Executive	09/01/2023
2	Mr. Alok Kumar Agarwal	02713687	Director	Non-Executive	17/05/2018
3	Mr. Kamal Grover	07429267	Whole-Time Director	Executive	18/05/2018
4	Ms. Shubhangi Agarwal	08135535	Independent Director	Non-Executive, Independent, Woman	02/05/2023
5	Mr. Sulabh Jain	07739598	Independent Director	Non-Executive, Independent	02/05/2023
6	Mr. Manish Wahi	09785936	Independent Director	Non-Executive, Independent	02/05/2023
7	Mr. Ajay Agarwal*	06778079	Additional Independent Director	Non-Executive, Independent	29/03/2025
8	Mr. Mangesh Vitthal Bhosale**	10922526	Additional Director	Non-Executive, Non-Independent	29/03/2025

*Mr. Ajay Agarwal was appointed as an Additional Director (Non-Executive, Independent) with effect from March 29, 2025 and will be regularized in the 7th Annual General Meeting held on August 26, 2025.

** Mr. Mangesh Vitthal Bhosale was appointed as an Additional Director (Non-Executive, Non-Independent) with effect from March 29,2025 and will be regularized in the 7th Annual General Meeting held on August 26,2025.

Confirmation under the Companies Act, 2013

Based on the declarations received from the Directors, the Board confirms that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013. All the Directors have provided the required disclosures under Section 184(1) of the Act regarding their interest in other entities. The Board is of the opinion that the Independent Directors continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and are persons of high integrity, possessing relevant expertise and experience. In accordance with Section 150(1) read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board has also taken on record the proficiency of the Independent Directors, as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA), where applicable. All Board Members and Senior Management Personnel have affirmed compliance with the Companys Code of Conduct for the financial year ended 31st March 2025.

Changes in Directors and Key Managerial Personnel

During the financial year ended 31st March 2025, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel:

• Mr. Ajay Agarwal (DIN: 06778079) was appointed as an Additional Director (Non-Executive, Independent Director) with effect from 29th March 2025, subject to the approval of shareholders at the ensuing Annual General Meeting.

• Mr. Mangesh Vitthal Bhosale (DIN: 10922526) was appointed as an Additional Director (NonExecutive Director) with effect from 29th March 2025, subject to the approval of shareholders at the ensuing Annual General Meeting.

• In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation. Pursuant to Section 152 of the Companies Act, 2013, Mr. Kamal Grover (DIN: 07429267), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Kamal Grover as a Director of the Company. Brief profile of Mr. Kamal Grover, proposed to be re-appointed, is provided in the Notice of the Annual General Meeting in compliance with Secretarial Standard-2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• There were no resignations of Directors during the financial year under review.

As regards changes in Key Managerial Personnel:

• Ms. Ashima Bhatnagar resigned as Company Secretary and Compliance with effect from 10th April 2025.

• Mr. Mayank Garg was appointed as the Company Secretary and Compliance Officer with effect from 29th May 2025, in place of Ms. Ashima Bhatnagar.

Deposits

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year 2024-25. Accordingly, no disclosure is required under Chapter V of the Companies Act, 2013.

Loans from Directors and their Relatives

During the year under review, the Company has not accepted any loans from its Directors or their relatives in accordance with the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the required particulars are given below:

A. Conservation of Energy

Particulars	Details
Steps taken or impact on conservation of energy	The Company remains committed to environmental responsibility and efficient use of energy across all its testing laboratories and office premises. During the year, the following energy conservation measures were undertaken: • Installation of energy-efficient LED lighting systems across laboratories and administrative areas, resulting in energy savings of up to 50%. • Optimization of HVAC systems and lab equipment scheduling to minimize power consumption during non-peak hours These measures led to reduced electricity usage, enhanced cost efficiency, and a lower environmental footprint.
Steps taken by the company for utilizing alternate sources of energy	There were no notable developments during the year in relation to the use of alternative sources of energy.
Capital investment on energy conservation equipments	Not separately quantified. However, investments were made in energy-efficient infrastructure and operational improvements.

B. Technology Absorption

Particulars	Details
Efforts made towards technology absorption	The Company invested in process automation, testing equipment upgrades, and digital tools to enhance service precision and efficiency.
Benefits derived like product improvement cost reduction, product development or import substitution	• Enhanced precision and reliability in test results • Improved turnaround time and client servicing • Better resource utilization and reduced manual intervention • Lower emissions through process optimization and fuel-efficient equipment
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
- Details of technology imported	Nil
- Year of import	Not Applicable
- Whether the technology has been fully absorbed	Not Applicable
- If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Not separately quantified during the year.

C. Foreign Exchange Earnings and Outgo

Particulars	Amount (Rs. in Lakhs)
Foreign Exchange Earnings	Rs.31.09 (on account of export of testing and quality assurance services to overseas clients)
Foreign Exchange Outgo	Rs.438.40 (including import of capital goods, raw materials, and payment for professional, consultancy, and technical services from foreign parties)

The Company continues to explore and expand its global service capabilities to enhance foreign exchange earnings while ensuring prudent and efficient use of foreign exchange outflows.

Related Party Transactions

All related party transactions entered into by the Company during the financial year ended 31st March, 2025 were in the ordinary course of business and on an arms length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013.

As the Company is listed on the BSE SME Platform, the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not mandatorily applicable. However, the Company continues to follow good governance practices and ensures transparency in all related party dealings.

There were no materially significant related party transactions during the year that may have had a conflict with the interests of the Company at large. All such transactions were placed before the Board of Directors for review and approval wherever required.

The necessary disclosures as required under the applicable Accounting Standards (AS 18) have been made in Note No. 26 of the Notes to the Financial Statements for the year ended 31st March, 2025.

The Company has also adopted a Related Party Transactions Policy and the same is also available on the Companys website at the www.qualiteklab.com.

The particulars of related party transactions, as required under Section 188 of the Companies Act, 2013, are provided in Form AOC-2, annexed herewith as (Annexure-D).

Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely:

• Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors, and

• Secretarial Standard-2 (SS-2) on General Meetings,

as prescribed under Section 118(10) of the Companies Act, 2013.

Material Changes and Commitments Affecting the Financial Position of the Company

During the year under review, the Company transitioned from standalone to consolidated financial reporting due to the acquisition of Quality and Testing Infosolution Private Limited as a Wholly-Owned Subsidiary. The Company also holds a majority stake in Interstellar Testing Centre Private Limited, now classified as an subsidiary Company.

Further, TIC Services Private Limited continues to be the Holding Company. Except for these changes, there were no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

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

The Company has in place a policy and mechanism in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, aimed at providing a safe and respectful working environment for women employees.

An Internal Complaints Committee (ICC) has been constituted at the registered office of the Company to:

• Investigate formal written complaints of sexual harassment;

• Meet at regular intervals and maintain transparency in the redressal process;

• Submit an annual report as required under the Act; and

• Recommend appropriate action in case of substantiated complaints.

During the financial year 2024-25, no complaints of sexual harassment were received by the Committee. Accordingly, no complaint is pending as on 31st March, 2025.

Sr. No.	Particulars	Number of Complaints
1	Number of complaints received during the year	NIL
2	Number of complaints disposed of during the year	NIL
3	Number of complaints pending as on end of the year	NIL

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including the Maternity Benefit (Amendment) Act, 2017, and provides all eligible women employees with maternity benefits as mandated by law.

Details of Significant and Material Orders Passed by the Regulators/Courts/Tribunals

During the year under review, there were no significant and material orders passed by any regulators, courts, or tribunals which would impact the going concern status of the Company or its future operations.

Internal Financial Controls

The Company has implemented and maintained an adequate internal financial control system that is commensurate with the size, scale, and complexity of its operations. These controls ensure proper compliance with policies, procedures, and applicable statutes, and support the reliability of financial reporting throughout the organization.

Particulars of Employees and Managerial Remuneration

The information 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, forms part of this Report and is annexed as (Annexure - B).

Change in the Nature of Business

There was no change in the nature of business of the Company during the financial year 2024-25. Proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, there were no applications made or proceedings pending against or by the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time.

Management Discussion and Analysis Report

The Management Discussion and Analysis (MDA) Report, prepared in accordance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, is annexed to this Report and forms an integral part of the Annual Report in (Annexure-C).

The MDA covers a detailed review of the global and Indian economic environment, industry structure, future outlook, business divisions, financial and operational performance, projects completed during FY 2024-25, upcoming initiatives, business strategies, key strengths, opportunities, risk assessment and internal control systems. This also includes developments in the human resources and legal structure of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the applicable CSR Rules, the Company has constituted a Corporate Social Responsibility (CSR) Committee. For the financial year 2024-25, the Company is required to spend Rs.7.56 Lakh /-, being 2% of the average net profits of the preceding three financial years, on CSR activities.

Annual Report on CSR Activities for The Financial Year Ended March 31, 2025 (Annexure-F).

The Board and the CSR Committee have approved this expenditure in line with the Companys CSR Policy. The focus areas include promoting education and skill development, health and sanitation, environmental sustainability, rural development, and empowerment of women and underprivileged groups.

The CSR Policy is available on the Companys website at www.qualiteklab.com . The Company affirms that the prescribed CSR amount will be expended in a timely and effective manner in accordance with the CSR objectives. The Annual Report on CSR activities undertaken during the year 2024-25, as required under the Companies Act and CSR Rules, is attached to this Report.

RISK MANAGEMENT

In line with the dynamic business environment, the Company recognizes that risk is an integral component of business. To address this, the Company has implemented an appropriate risk management framework. The internal control and audit mechanisms are structured to identify and assess key risks including operational, financial, technological, environmental, compliance-related, and strategic risks.

Periodic risk reviews and mitigation plans are presented before the Board. Major risks identified by the business units and the risk function are systematically addressed through mitigation initiatives on an ongoing basis.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place a Whistle Blower Policy and Vigil Mechanism, formulated in accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This policy provides a mechanism for Directors and employees to report genuine concerns, unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct, legal or regulatory requirements, misrepresentation of financial statements, and other reportable matters.

The Vigil Mechanism ensures that:

• Whistle blowers are provided adequate safeguards against victimization.

• Reports can be made in good faith without fear of retaliation.

• Disclosures can be made with direct access to the Chairman of the Audit Committee, thereby strengthening transparency and accountability in the Companys functioning.

The Company is committed to maintaining the highest standards of ethical, moral, and legal conduct in all its business operations.

During the year under review, no person was denied access to the Audit Committee under the Vigil Mechanism.

The Whistle Blower Policy is available on the Companys website at: www.qualiteklab.com

Corporate Governance

Being a company listed on the BSE SME Platform, the provisions of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempt the Company from compliance with certain corporate governance requirements, including submission of the Corporate Governance Report and related certifications.

However, the Company is committed to fostering a governance framework that promotes ethical conduct, ensures compliance, and enhances long-term stakeholder value.

Code of Conduct for Prevention of Insider Trading:

The Board of Directors, in consultation with the Stakeholders Relationship Committee, has formulated and implemented a comprehensive policy to regulate, monitor, and prevent Insider Trading within the Company. The Committee regularly reviews and oversees trading activities to ensure compliance and prevent any misuse of unpublished price-sensitive information.

The Company has also adopted a formal Prohibition of Insider Trading Policy, in line with applicable regulatory requirements.

The policy is available on the Companys website at: www.qualiteklab.com.

SEBI Complaints Redress System (SCORES):

Investor complaints are handled through a centralized, web-based platform known as SCORES (SEBI Complaints Redress System). The key features of SCORES include a centralized database for all complaints, online submission of Action Taken Reports (ATRs) by the respective companies, and real-time access for investors to view the status and progress of their complaints.

Your Company is duly registered on the SCORES platform and is committed to resolving all investor complaints—whether received through SCORES or by other means—within the prescribed statutory timeline from the date of receipt.

One-Time Settlement

During the year under review, the Company has not entered into any one-time settlement with any bank or financial institution. Hence, no disclosures are required under this head.

Awards and Accolades

During the financial year, Qualitek Labs Limited was honoured with the Best Innovative MSME Small Enterprise Award at MSME Mahakumbh - CIMSME, held at The Imperial, New Delhi. The award was presented by Shri Pankaj Chaudhary, Honble Minister of State for Finance, in recognition of the Companys commitment to innovation and excellence in analytical testing services.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that:

(a) In the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) The Directors have selected such accounting policies and applied them consistently and made reasonable and prudent estimates and judgments so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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) Internal financial controls have been laid down and followed by the Company, and such controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with all applicable laws, and such systems are adequate and operating effectively.

Other Disclosures

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors states the following:

• Disclosure under Section 43(a)(ii) of the Companies Act, 2013: -The Company has not issued any shares with differential rights as to dividend, voting or otherwise during the financial year under review.

• Disclosure under Section 54(1)(d) of the Companies Act, 2013: -The Company has not issued any sweat equity shares during the financial year under review.

• Disclosure under Section 62(1)(b) of the Companies Act, 2013: - The Company has not granted or issued any stock options under any employee stock option scheme during the financial year under review.

Acknowledgement

The Board of Directors of Qualitek Labs Limited expresses its sincere appreciation to all its stakeholders, including customers, vendors, business partners, financial institutions, bankers, regulatory authorities, and shareholders for their continued support, trust, and cooperation.

The Board also extends heartfelt gratitude to the employees of the Company for their hard work, dedication, and commitment, which have significantly contributed to the Companys performance and achievements during the year.

With the continued backing of all stakeholders, Qualitek Labs Limited looks forward to sustained growth, innovation, and value creation in the coming years.

	For & on behalf of the Board
		Qualitek Labs Limited
	Sd/-	Sd/-
	Mr. Antaryami Nayak	Mr. Kamal Grover
	Managing Director	Director
	DIN:- 07232463	DIN:-02713687
Date: - August 29, 2025
Place: - Noida