Quality Power Electrical Equipments Ltd Directors Report

To the Shareholders

Quality Power Electrical Equipments Limited

Dear Shareholders,

The Board of Directors present the 24^th Annual Report of Quality Power Electrical Equipments Limited (the "Company") – first, post IPO – providing the detail of Your Companys remarkable growth and performance along with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The brief standalone and consolidated financial results of the Company are as shown below:

Amount in INR Million

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	1557.29	1336.79	3923.47	3315.92
Total Expenditure (including Depreciation)	1162.85	1099.59	2784.59	2686.01
Profit before Tax	394.44	237.20	1138.88	629.90
Less: Exceptional Items	NIL	0.10	16.25	(2.66)
Profit after Extra-ordinary items	394.44	237.10	1122.63	632.57
Tax Expenses	91.33	61.66	121.14	77.81
Profit After Tax	303.11	175.44	1001.49	554.76
EPS (Amt in Rs)	4.17	2.43	9.10	5.19

2. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements of your Company and its subsidiaries as at March 31, 2025, are prepared in accordance with the Indian Accounting Standard (Ind AS) 110 on ‘Consolidated Financial Statements notified by the MCA and forms part of this Annual Report.

Balance Sheet Coverage: A Robust Financial Foundation

First and foremost, I would like to emphasize the importance of a strong balance sheet in ensuring long-term sustainability for any business. For Quality Power, FY 2024-25 has been a year where we not only strengthened our financial foundation but also unlocked new growth opportunities that promise to deliver sustainable returns in the future. Our balance sheet reflects prudent management of assets and liabilities, maintaining a healthy ratio that positions us well for future expansion.

Over the course of the year, we have improved cash flow management, ensuring liquidity to support both our ongoing operations and investments in new projects. The prudent allocation of capital, combined with a rigorous approach to cost control, has contributed to our improved equity position. Our debt levels remain well within manageable limits, and we have optimized our working capital cycle, which has allowed us to maintain a strong cash position throughout the year.

In terms of profitability, our operational efficiency and the successful execution of high-margin projects have enabled us to deliver robust earnings. This solid financial performance underpins the confidence we have in continuing to invest in high-potential areas such as High Voltage Direct Current (HVDC) systems and Flexible AC Transmission Systems (FACTS). These emerging markets represent a major opportunity for Quality Power to expand its product offerings and services in the global energy transition.

Growth Opportunities in HVDC and FACTS

FY 2024-25 has been a defining year for Quality Power in terms of qualifying for and securing new business in the HVDC and FACTS sectors. These advanced power transmission technologies are critical for modernizing electrical grids and enabling the integration of renewable energy sources, a core aspect of global energy strategies.

I am pleased to report that we have successfully qualified for several large HVDC projects, positioning us as a key player in this high-potential market. The global demand for HVDC systems is increasing as governments and utilities look to enhance the efficiency and reliability of their electrical networks. Our expertise in power quality and the design of custom-engineered equipment has allowed us to tap into this growing sector, and we are confident that our continued focus on HVDC will contribute to significant revenue growth in the coming years.

Additionally, our work in the FACTS domain has gained substantial momentum. FACTS technologies, which improve the flexibility and stability of power systems, are increasingly in demand as utilities around the world seek to upgrade their grids to manage higher levels of renewable energy integration. We have secured several new orders for FACTS-related equipment, which will not only enhance our revenue streams but also further establish Quality Power as a leader in advanced power management solutions.

Our ability to qualify for these complex and technically demanding projects speaks volumes about the depth of our engineering capabilities and our commitment to delivering world-class solutions. As these opportunities grow, we are well-positioned to benefit from increased demand for HVDC and FACTS solutions across multiple geographies.

Expansion into New Geographies

One of the key achievements in FY 2024-25 has been our successful expansion into new markets. Quality Power has strategically entered regions where the demand for advanced electrical solutions is on the rise, further diversifying our revenue base and minimizing geographical risk.

This year, we made significant inroads into regions such as Scandinavia, where we have been awarded orders for high-voltage equipment, including air core reactors and transformers. These orders represent not just the immediate financial benefit of new contracts but also a long-term foothold in markets where grid modernization and energy transition are top priorities. We have also secured new contracts in the Europe, Middle East and South East Asia where infrastructure development is booming, and the need for high-quality electrical equipment is critical.

Our expansion into these new geographies will have a lasting impact on our revenue generation in the years to come. By establishing local partnerships and tailoring our solutions to meet the specific needs of each market, we are not only growing our customer base but also reinforcing our position as a global leader in power quality solutions.

New Orders and Future Outlook

FY 2024-25 has also been a year of substantial new order intake, which further strengthens our outlook for FY 2025-26 and beyond. Our sales teams have worked diligently to secure significant contracts, many of which are multi-year projects, ensuring a steady pipeline of work that will contribute to our financial performance in the coming years.

Among the most notable wins are large-scale projects in Europe and Asia, where we have been entrusted with the supply of custom-engineered transformers and reactors for some of the worlds most critical energy infrastructure projects. These orders reflect the trust that our customers place in Quality Power to deliver high-quality, reliable solutions that meet the rigorous demands of modern electrical networks.

In addition to these major projects, we have also expanded our presence in the renewables sector, where our expertise in power quality is particularly valuable. As the world continues to shift towards cleaner energy sources, our role in enabling the integration of wind and solar power into the grid will become increasingly important. This trend offers us a significant growth opportunity, and we are actively working to capture more market share in this space.

Looking ahead, our strong order book provides a solid foundation for future growth. We have carefully selected projects that align with our core strengths, and our focus on high-value, high-margin work ensures that we will continue to deliver strong financial results in the years to come.

3. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS). Accordingly, the standalone financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with Ind AS as prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made there under and other accounting principles generally accepted in India.

4. BUSINESS OPERATIONS

Your Company is engaged in the business of Manufacturing of High Voltage Electrical Equipments.

Your Company has earned net profit after tax of Rs. 303.11 millions for the financial year ended 31st March, 2025, as compared to a net profit after tax of Rs. 175.44 million for the previous financial year.

The Total Revenue from operations earned during the year is Rs. 1524.27 millions for the financial year ended 31st March, 2025 as compared to revenue of Rs. 1296.08 million in the previous financial year.

Our performance this year reflects a consistent drive towards growth, innovation, and financial strength, and our balance sheet is a testament to the prudent strategies we have employed to navigate both challenges and opportunities in the global market.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review there was no change in the business of the Company.

6. TRANSFER TO RESERVES

Your Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. The Company has not transferred any amount from reserves and not withdrawn any amount from the reserves during the year.

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the ‘Statement of Changes in Equity included in the standalone financial statements.

7. DIVIDEND

The Board recommends, subject to the approval of the members of the Company, a payment of dividend of Re.1 (Rupees One Only) per equity share of the face value of Rs.10/-(Rupees Ten only) each on 2,02,04,640 Equity Shares of Rs.10/- each equivalent to Rs.2,02,04,640/- to the Non-promoter shareholders for the financial year ended 31st March, 2025.

The Promoters and the Promoter group of the Company have waived their right to receive the dividend on 5,72,39,460 (74.90%) Equity shares of Rs. 10/- each amounting to Rs. 5,72,39,460/-

The dividend on equity shares is subject to the approval of the shareholders at the ensuing Annual General Meeting. Dividend will be paid to those Non-promoter equity shareholders whose names appear in the Register of Members as on 18th September, 2025 in respect of shares held in dematerialised form. The dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 18^th September, 2025.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company formulated and adopted the Dividend Distribution Policy (the ‘Policy).

The dividend recommendation is in accordance with the Policy of the Company. The dividend will be paid out of the profits for the year. The Policy is available on Companys website and is accessible through https:// qualitypower.com/wp-content/uploads/2024/07/ Dividend-Distribution-Policy.docx.pdf.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective 01 April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

8. PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2024-25. Further, there are no unclaimed or unpaid deposits lying with the Company for the year under review. Hence the requirement for furnishing details of deposits within the meaning of the Chapter V of the Companies Act, 2013 is not applicable to the company.

9. Subsidiaries, Joint Ventures & Associates

9.1 Subsidiaries a) Details of Subsidiaries

As on 31 March 2025, the Company had 4 (Four) Subsidiaries as detailed below:

S. No. Name of the Subsidiary	Date of creation of interest	Nature of Interest	Location
i. Quality Power Engineering Projects Private Limited	14-10-2009	Subsidiary	India
ii. S&S Transformers and Accessories Private Limited	29-04-2009	Wholly-owned Subsidiary	India
iii. Endoks Enerji Anonim Sirketi	22-05-2011	Step down	Turkey
(Formerly known as Endoks Enerji DagitumSistemleri Sanayi IthalatveIhracat Limited Sirketi)		Subsidiary
iv. Mehru Electrical and Mechanical Engineers Private Limited	06-03-2025	Material Subsidiary	India

b) Financial Performance of Subsidiaries

Pursuant to Section 129(3) of the Companies Act, 2013 (‘the Act), a statement containing salient features of the Financial Statements of each of the subsidiaries and Joint Venture Company in the prescribed Form AOC-1 is set out in Annexure I to this report. The financial statements of the subsidiaries are available for inspection by the members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act and also available on the Companys website. The financial performance of the subsidiaries of the Company are detailed below:

i) Quality Power Engineering Projects Private Limited

Quality Power Engineering Projects Private Limited was incorporated as a Private Limited Company on 14^th October 2009 under the Companies Act, 1956, having its registered office in Sangli, Maharashtra, India. it is engaged, inter alia, in the business of Design, Engineering, Procurement, Supply, Installation and Commissioning of Electrical, Energy, Power & Engineering-based manufacturing, industrial, utility and civil projects. The Company holds 98% equity shares in Quality Power Engineering Projects Private Limited.

During the year under review, the financial performance of Quality Power Engineering Projects Private Limited was as follows: Amount in INR Million

Sr. No. Particulars	31st March 2025	31st March 2024
a) Income from operations	133.80	125.38
b) Profit Before Tax	28.88	31.79
c) Profit After Tax	21.22	23.62

ii) Mehru Electrical & Mechanical Engineers Private Limited

Mehru Electrical & Mechanical Engineers Private Limited was incorporated as a Private Limited Company under the Companies Act, 1956, having its registered office in Bhiwadi, Alwar, Rajasthan, India. it is engaged, inter-alia, in the business of to manufacture ,trade, sell, import, export, fabricate, assemble, take agency and otherwise deal in control and realy panels, switch gear panels, current transformers (CT), potential transformers (PT) stabligers, invertor, UPS capacitors, resistors, theristors, all kind of transformers, electric generators and cables, all other electrical substation equipments and electrical goods. The Company holds 51% equity shares in Mehru Electrical & Mechanical Engineers Pvt. Ltd.

Acquisition of Mehru Electrical and Mechanical Engineers Private Limited:

The Company on 06^th March, 2025, has executed and completed the Share Purchase Agreement for acquisition of 5,22,750 equity shares of face value of Rs.10/- each, representing 51% of the Equity Share Capital of Mehru Electrical and Mechanical Engineers Private Limited ("Mehru") from the Promoters of Mehru.

Consequently, Mehru Electrical and Mechanical Engineers Private Limited has become 51% subsidiary of Quality Power Electrical Equipments Limited. Mr. P T Pandyan, Chairman and Managing Director of the Company, Mrs. Sarika Jadhav, Sr. Vice President Finance has been nominated to the Board of Directors of Mehru and Mr. Shailesh Kumar Mishra, an Independent Director of the Company has been nominated as an Independent Director on the Board of Mehru to comply with applicable provisions of SEBI LODR Regulations.

During the year under review, the financial performance of Mehru Electrical & Mechanical Engineers Private Limited was as follows:

Amount in INR Million

Sr. No. Particulars	31st March 2025	31st March 2024
a) Income from operations	*257.02	2184.52
b) Profit Before Tax	*38.61	137.98
c) Profit After Tax	*29.40	102.23

* The figures considered for the period from 6^th March 2025 (date of acquisition) to 31^st March 2025

iii) S&S Transformers and Accessories Private Limited

S&S Transformers and Accessories Private Limited was incorporated as a Private Limited Company under the Companies Act, 1956, having its registered office in Aluva, Ernakulam, Kerala, India. it is engaged, inter-alia, in the business of Manufachfers, Processors, Inventors, Converters, Importers, Exporters, Traders, Buyers, Sellers, Wholesalers, Suppliers, Distributors" Consignors, Brokers or otherwise deal in Transformers and Components, Electrical Equipments, Engineering items of all kinds and varieties. The Company holds 100 % equity shares in S&S Transformers and Accessories Private Limited

Acquisition of S&S Transformers and Accessories Private Limited:

The Company on 22^nd January, 2019, has executed and completed the Share Purchase Agreement for acquisition of 1,16,350 equity shares of face value of Rs.100/- each, representing 100 % of the Equity Share Capital of S&S Transformers and Accessories Private Limited ("S&S") from the Promoters of S&S.

Consequently, S&S Transformers and Accessories Private Limited has become 100 % subsidiary of Quality Power Electrical Equipments Limited. Mr. P T Pandyan and Mr Bharanidharan Pandyan are on the Board of Directors of S&S Transformers and Accessories Private Limited.

During the year under review, the financial performance of S&S Transformers and Accessories Private Limited was as follows: Amount in INR Million

Sr. No. Particulars	31st March 2025	31st March 2024
a) Income from operations	Nil	Nil
b) Profit Before Tax	(2.80)	0.97
c) Profit After Tax	(2.80)	0.97

9.2 Joint Venture & Associate Company:

The Company doesnt have any other Joint Venture & Associate Companies.

10. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees to the parties falling within the purview of section 186 during the year. Further, Company in its EOGM held on 23^rd March 2024 has passed a Special Resolution for approval of the Limits U/s 186 of the Act, upto an amount of Rs 300 Crore.

11. DIRECTORS/KMP DETAILS OF APPOINTMENT / CESSATION AND REAPPOINTMENT a. Mrs. Chitra Pandyan aged 69 years, is liable to retire by rotation at this AGM & being eligible offers herself for reappointment. Being a fit and proper person, the Board intends to reappoint her as a Director. The necessary resolution for the re-appointment of Mrs. Chitra Pandyan, forms part of the AGM notice.

Mr. Thalavaidurai Pandyan aged 70 years, was re-appointed at the last Annual General Meeting.

b. Detail of appointment of Independent Director:

Name of Non-Executive Independent Director	Date of Appointment
Mr. Rajendra Sheshadri Iyer	15-02-2024
Mr. Shailesh Kumar Mishra	15-03-2024
Mr. Sadayandi Ramesh	15-03-2024
Mrs. Pournima Suresh Kulkarni	15-02-2024

There were no re-appointment / appointment of Independent Directors during the year.

c. Key Managerial Personnel (KMPs)

The following are the Whole-time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name	Designation	Date of Appointment
Mr Thalavaidurai Pandyan	Chairman & Managing Director	15-02-2024
Mr Bharanidharan Pandyan	Joint Managing Director	15-02-2024
Mrs Chitra Pandyan	Whole Time Director	15-02-2024
Mr Mahesh Saralaya	Whole Time Director	15-02-2024
Mr Rajesh Jayaraman	Chief Financial Officer	15-02-2024
Mr Deepak Ramchandra Suryavanshi	Company Secretary & Compliance Officer	06-06-2024
Mr Tushar Deshpande	Company Secretary & Compliance Officer	Date of Cessation
		02-05-2024

12. BOARD MEETINGS

During the year, 7 (Seven) Board Meetings were convened and held.The details of Board Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. There were no changes amongst the independent Director during the year. Weblink for the details of appointment of independent Directors is given below.

https://qualitypower.com/management/

14. FAMILIARISATION PROGRAMS

In compliance with the requirements of Listing Regulations, the Company has put in place a frame work for Directors Familiarisation Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, amendments in law, Companys codes and policies, environmental aspects, factory visit, products experience centres, nature of the industry in which the Company operates, amongst others.

The details of the familiarisation programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on the Companys website and are accessible through weblink.

h t t p s : // q u a l i t y p o w e r . c o m / w p - c o n t e n t / uploads/2024/07/Familiarization-Program-for-Independent-Directors.doc.pdf

15. COMMITTEES OF THE BOARD

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & Listing Regulations read with rules framed there under viz.

a) Audit Committee: b) Nomination and Remuneration Committee; c) Stakeholders Relationship Committee; d) Corporate Social Responsibility Committee; e) Risk Management Committee and;

f) Merger and Acquisition Committee (M & A Committee)

The Composition of all above Committees, the number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

16. BOARD EVALUATION

The Board of Directors has conducted an annual assessment of its own performance, Board, Committees, and individual Directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts)Rules, 2014 and SEBI LODR.

The Board has sought inputs from all the directors based on the criteria such as Board composition and structure, effectiveness of Board processes,information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board concluded that all Committees were discharging their functions effectively.

In separate meeting of independent directors held on 31^stMarch 2025, the performance of non-independent directors, the Chairman, and the Board as a whole was evaluated. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

17. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management, and their remuneration and includes other matters as prescribed under the provisions of Section 178 of Companies Act and Regulation 19 of SEBI (LODR) 2015. The Nomination & Remuneration Policy is available on the website of the Company on the following link.

https://qualitypower.com/wp-content/uploads/2024/ 07/Nomination-and-Remuneration-Policy.doc.pdf

18. INITIAL PUBLIC OFFER (IPO)

During the financial year 2024-25, the Company successfully launched an Initial Public Offer (IPO) of 2,02,04,400 equity shares of face value of Rs. 10 each for cash, at an offer price of Rs. 425 per equity share (including a premium of Rs.415/- per equity share) aggregating to 858.69 Crores comprising of Fresh issue of 52,94,100 Equity Shares and Offer for Sale of 1,49,10,500 Equity Shares.

The Board remains grateful to all investors for their overwhelming response to the IPO.

7,74,44,100 Equity Shares of the Company have been listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) w.e.f. February 24, 2025. The Companys shares are compulsorily traded in dematerialized form.

As of March 31, 2025, 100% Shares of the Company are held in demat form. The listing fees for the year 2024-25 and 2025-26 have been paid to both BSE as well as NSE.

19. CHANGE IN PAID-UP SHARE CAPITAL

Since there was primary issuance of shares, the paid-up share capital of the Company has been increased from Rs. 72,15,00,000 to Rs. 77,44,41,000. The equity shares were allotted to eligible applicants on February 20, 2025, and the listing and trading of the Companys shares commenced on February 24, 2025 on BSE Limited and National Stock Exchange of India Limited. The authorised share Capital of the Company is Rs. 100 Crores and the paid-up Equity share Capital of the Company is Rs. 77,44,41,000 as on 31^st March 2025.

20. DIRECTORS RESPONSIBILITY STATEMENT

Under the provisions of Section 134(5) of the Companies Act, 2013, we confirm that-

i] that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii] that the selected such accounting policies and applied them consistently and made a judgment 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 of the Company for that year;

iii] 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;

iv] the directors had prepared the annual accounts on a going concern basis;

v] the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi] the directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT, IF ANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year, i.e., March 31, 2025, and the date of this report.

23 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND & UNPAID DIVIDEND

During the financial year under review, the Company was not required to transfer any funds or equity shares to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Act. The Company also does not have any unclaimed dividend pending transfer to the Unpaid Dividend Account.

24. CORPORATE GOVERNANCE

Our Company has been following good Corporate Governance since its inception. The shares of our Company are listed on BSE Limited. (formerly Bombay Stock Exchange Ltd.), and the National Stock Exchange of India Ltd. on 24^th February 2025. We are regularly and timely complying with the requirements as per the Listing Regulations . The Company has paid the Annual Listing Fees for the Financial Year 2024-25 and also for 2025-26. As required by SEBI Guidelines, a Corporate Governance Report is annexed.

25. CONSERVATION OF ENERGY& TECHNOLOGY ABSORPTION

Details of conservation of energy, technology absorption, foreign exchange earnings, and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-II with this report.

26. AUDITORS AND AUDITORS REPORT

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013, the members of the Company at its 23^rd Annual General Meeting (AGM) held on September 28^th, 2024 had appointed M/s. Kishor Gujar and Associates, Chartered Accountants, (FRN: 116747W), as the Statutory Auditors of the Company for a period of five years i.e. up to the conclusion of the 28^thAGM of the Company.

M/s. Kishor Gujar and Associates, Chartered Accountants (FRN: 116747W) had confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report on Standalone and Consolidated Financial Statements for the financial year 2024-25 issued by M/s. Kishor Gujar and Associates Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark.

Cost Auditors

The Board had appointed CMA Mr. Rupesh Kale, Practicing Cost Accountant, (M.No. 51450), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2024-25. The Cost Audit Report of the Company for the Financial Year ended March 31, 2025 will be filed with the MCA after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

R. S. Kale & Co. (Firm Registration No 005473) have been appointed as the Cost Auditor, as per Section 148 of the Act, read with applicable rules made thereunder, for the Financial Year 2025-26. Their remuneration is subject to ratification by the Members at the ensuing Annual General Meeting.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed a peer reviewed CS Abhay Gulavani, Company Secretary in Practice, Miraj (Membership No F10668; COP No 10741) to undertake the Secretarial Audit of the Company who has consented to the same. The Report of the Secretarial Audit Report is annexed herewith as Annexure-III. The observations made in the report and our reply to the observation are self-explanatory.

Mehru Electrical & Mechanical Engineers Private Limited, a material subsidiary of the Company carried out Secretarial Audit for the Financial Year 2024-25 pursuant to Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, 2015. The Secretarial Audit Report of Mehru Electrical & Mechanical Engineers Private Limited submitted by ARMS & Associates LLP, Practicing Company Secretaries (LLPIN: AAD-6272), is attached as Annexure-IV to this Report, and it does not contain any qualification, reservation or adverse remark or disclaimer.

28. CORPORATE SOCIAL RESPONSIBILITY

CSR provisions are applicable to the Company as per Section 135 of the Companies Act, 2013, read with rules and Schedule framed thereunder. During the year under review, the Company has carried out various

CSR activities as per the CSR Policy of the Company. The Annual Report on CSR Activities as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been appended as Annexure-V and forms an Integral part of this report.

The Committee has formulated a policy for CSR Activities and is placed on the website of the Company at https://qualitypower.com/wp-content/ uploads/2024/10/CSR-Policy-1.pdf

29. INTERNAL FINANCIAL CONTROL

The Company has Internal Financial Controls with proper checks and balances to ensure that transactions are properly authorised, recorded, and reported, apart from safeguarding its assets. These systems are reviewed and improved regularly.

The Internal Financial Controls followed by the Company are adequate and commensurate with the size and nature of the business, and were operating effectively during the year under review.

30. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. The transactions entered into by the Company during the year were within the limits of the Powers of the Board as prescribed in Section 188 read with Companies (Meetings of Board &its Powers) Rules, 2014. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, other designated persons, or other related parties which may have a potential conflict with the interest of the Company at large.

The Company has taken Omnibus approval of the Audit Committee for the Related Party Transaction. All Related Party Transactions were placed before the Audit Committee and the Board for their approval.

The policy on Related Party Transactions as approved by the Board, is uploaded on the Companys website.

Details relating to Related Party Transactions are shown in Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) is attached as Annexure VI.

31. PARTICULARS REQUIRED AS PER SECTION 134 OF THE COMPANIES ACT, 2013

As per Section 134 of the Companies Act, 2013 (the ‘Act), your Company has provided the Consolidated financial statements as on March 31, 2025. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These documents are available for inspection during business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing the financial highlights of the subsidiary companies is enclosed to the consolidated financial statements. The Annual Report of your Company does not contain full financial statements of the subsidiary companies, however, your Company will make available the audited annual accounts and related information of the subsidiary companies in soft copy in line with the Ministry of Corporate Affair (MCA) Circular dated May

5, 2020, and its extensions from time to time upon request by any Member of your Company.

32. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

33. ANNUAL RETURN

The copy of the Annual Return will be placed on website of the Company i.e. www.qualitypower.com once the same is filed with the Registrar of Companies. The Annual Return for the year 2023-24 has been uploaded on the website and can be accessed at website link https:// qualitypower.com/wp-content/uploads/2025/02/ Form_MGT_7_QPEEL_23-24.pdf.

34. CREDIT RATING

During the year under review, the Company has not taken the credit rating from any agency for Bank facilities.

35. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there was no proceeding initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant and material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and companys operations in the future.

37. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-VII.

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

38. WHISTLEBLOWERPOLICY/VIGILMECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 22 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism that encourages and supports its Directors & employees to report instances of unethical behavior, actual or suspected frauds or violation of Companys Code of Conduct. It also provides adequate safeguards against the victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy / Vigil Mechanism Policy has been posted on web site of the company on the link.

h t t p s : // q u a l i t y p o w e r . c o m / w p - c o n t e n t / uploads/2025/04/Whistle-Blower-and-Vigil-Mechanism-Policy.pdf

No compliant has been received under whistle blower during the year under review.

39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at workplace, in line of the provisions of the Sexual

Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaints Committee has been constituted. No complaints were received during the year.

Detailed Reporting on Sexual Harassment Complaints

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows:

A Number of complaints of Sexual Harassment received in the Year	0
B Number of Complaints disposed off during the year	0
C Number of cases pending for more than ninety days	0

2. MATERNITY BENEFIT: Rule 8(5)(xiii) of Companies (Account) Rules, 2014 The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

3. Number of employees as on the closure of the financial year.

Male	165
Female	14

40. GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) details relating to deposits covered under Chapter V of the Act

b) issue of equity shares with differential rights as to Dividend, voting or otherwise c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

d) raising of funds through preferential allotment or qualified institutions placement

e) instance of one-time settlement with any bank or financial institution

f) fraud reported by Statutory Auditors

g) change of nature of business.

41. ACKNOWLEDGMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business.

Your Directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For and on behalf of the Board of Directors of

QUALITY POWER ELECTRICAL EQUIPMENTS LIMITED

 

Thalavaidurai Pandyan

Chairman & Managing Director

DIN: 00439782

 

Date: 07th August, 2025

Place: Sangli