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 Company's 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

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 world's 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
Company's 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:

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 Company's 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.

Amount in INR Million

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:

* 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.

Amount in INR Million

9.2 Joint Venture & Associate Company:

The Company doesn't 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:

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:

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, Company's 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 Company's website and are accessible
through weblink.

https://qualitypower.com/wp-content/

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 Company's 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 Company's 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 arm's 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 Company's 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 COMPANY'S
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 company's
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. WHISTLE BLOWERPOLICY/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 Company's 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.

https://qualitypower.com/wp-content/

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:

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.

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
Company's Bankers, its valued customers, employees
and all other intermediaries concerned with the
Company's 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: 07^th August, 2025
Place: Sangli