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

1. KEY FINANCIAL HIGHLIGHTS

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

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

2. FINANCIAL REVIEW AND STATE OF COMPANY’S 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 Company’s 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 31^st March, 2026 stood
at approximately Rs. 202.08 Lakh, as compared to Rs. 169.59 Lakh as at 31^st 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 31^st 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 Company’s 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 Company’s
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.rm 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 31^st 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 31^st 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 31^st 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 31^st March, 2026 form part of this Annual
Report. Further, a statement containing the salient features of the financial statements of the Company’s
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 31^st 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 31^st 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 10^th 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 30^th 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 31^st March, 2026.

The International Securities Identification Number (“ISIN”) allotted to the equity shares of the Company
is INE0Q1 R01012.

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 10^th
September, 2025.

Consequent to the aforesaid acquisition, the Company’s 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 23^rd May, 2025.

The Company’s 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 AUDITOR’S REPORT

A. Statutory Auditors

The Members of the Company, at their 6th Annual General Meeting held on 29^th 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 6^th Annual General Meeting until the conclusion of the 11^th 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 31^st March, 2026.

The Statutory Auditor’s 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 Company’s 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 31^st March, 2026 was as follows:

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 31^st 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 29^th March, 2025, were placed before the Members for approval at
the 7^th Annual General Meeting held on 25^th 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 8^th 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 31^st 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 31^st 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 7^th Annual General Meeting of the Company held on 25th September, 2025 is set out
below:

Attendance of Directors at Board Meetings

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
ComDOsition

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 29^th May 2025, 29^th August
2025, 12^th November 2025 and 20^th 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

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
29^th May 2025, 29^th August 2025 and 12^th November 2025. All the members were present at each of the
meetings.

C. Stakeholders’ Relationship Committee
Composition

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

D. Corporate Social Responsibility Committee
Composition

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 Company’s
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
16^th 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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, 2^nd 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

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 31^st 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 arm’s 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 1^st 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 31^st 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 Company’s
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:

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 31^st 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 DISCLOSURESA. 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 31^st 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 Company’s 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/- Sd/-

Antaryami Nayak Kamal Grover

Managing Director Whole Time Director

DIN No.07232463 DIN No.07429267

Place:- Noida
Date:- 29^th August, 2026

Your Directors are pleased to present the 7^th Annual Report of Qualitek Labs Limited, along with the
Audited Financial Statements (Standalone and Consolidated) and the Auditor''s 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:

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

Operations and Business Performance

During the year, the Company reported standalone revenue* of ?4,601.74 lakhs and Net Profit After Tax
of ?528.33 lakhs, reflecting strong growth over the previous year. Consolidated financials were prepared
for the first time, with revenue* of ?7,074.27 lakhs and Net Profit After Tax of ?768.36 lakhs in FY 2024¬
25.

* 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 ?10/- each at a price of ?198.33 per share (including a premium of
?188.33 per share), aggregating to approximately ?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
?7,37,19,000 (comprising 73,71,900 equity shares of ?10 each) to ?9,97,95,000 (comprising 99,79,500
equity shares of ?10 each), fully paid-up.

Acquisitions

During the year, the Company strategically acquired Interstellar Testing Centre Private Limited, with
49.99% stake acquired for ?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 Company''s 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 29^th 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
Company''s 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 Company''s 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: -

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:

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:

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 Company''s
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:

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:

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 Company''s 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:

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 Committee''s 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:

During the financial year 2024-25, the Corporate Social Responsibility Committee met One (1) time. The

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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 Company''s 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 Company''s 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 13^th 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
Company''s 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 Auditor''s 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 Board''s 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 Board''s 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:

B. Investments Made

The Company has made equity investments in its subsidiaries during the financial year as prescribed

under Section 1 86 of the Act The details of investments are as under''

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.

*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.

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 (Non¬
Executive 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 Enerev

B. Technology Absorption

C. Foreign Exchange Famines and Out?o

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 arm''s 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
Company''s 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.

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 ?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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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 Company''s 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, Hon''ble Minister of State for Finance, in recognition of the
Company''s 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 Company''s 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

1

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 Company''s Code of Conduct for the financial year ended
31st March 2025.