Your directors have pleasure in submitting their 4^th Annual Report of the Company together with
the Audited Statements of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

Consolidated & Standalone Financials:

(Amount In Lakhs.'

2. BUSINESS OPERATION:

During the year under the review, the Company has informed net profit Rs. 147.74
lakhs. Your directors are expecting robust growth in near future.

The Gross income from operations of your Company is Rs. 207.09
Lakhs.

3. DIVIDEND:

The Board of Directors' do not recommend any dividend for the year under
review due to retain the profit for business Growth. Further Board of
Directors will also ensure you for more better performance and good result in the
near future of the Company.

4. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no other change in its nature of business of Company during the year under
review.

5. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred its profits into Reserves & Surplus Account during the
year under review.

6. ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of
company in form MGT - 7 has been uploaded on the website of Company and web link
of the same https://www.qualityro.in/

7. NUMBER OF BOARD MEETINGS/ COMMITTEE/ SHAREHOLDERS MEETINGS
CONDUCTED DURING THE YEAR:

During the year ended March 31, 2025, the Board met 6 times. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013
(the "Act”). Required quorum was present throughout each meeting as per the
requirement of the said Act, the details of Board meetings are given below;

I. AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section
177of the Companies Act,2013.

Composition of the Committee:

1. Mr. Pankil Anilbhai Gandhi, Non-Executive, Independent Director (Chairman);

2. Mr. Shirish Amrutlal Kotadia, Non-Executive, Independent Director (Member);

3. Mr. Vivek Dholiya, Managing Director (Member)

4. Ms. Varsha Khaitan (Secretary to the Committee)

Meeting of Audit Committee and Relevant Quorum:

The audit committee shall meet at least four times in a year and not more than one
hundred and twenty days shall elapse between two meetings. The quorum for audit

committee meeting shall either be two members or one third of the members of the audit

committee, whichever is greater, with at least two independent directors.

The Chairman of the committee must attend the Annual General Meetings of the Company
to provide clarifications on matters relating to the audit.

During the year under review, the Company held 5 (Five) Audit Committee meetings.

The Nomination and Remuneration Committee of the Company is constituted
underthe provisions of section 178 of the Companies Act, 2013.

Composition of the Committee:

1. Mr. Shirish Amrutlal Kotadia, Non-Executive, Independent Director (Chairman);

2. Mr. Ankit Jagdishbhai Kansara, Non-Executive, Independent Director (Member);

3. Mr. Pankil Anilbhai Gandhi, Non-Executive Director (Member)

4. Ms. Varsha Khaitan (Secretary to the Committee)

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee
shall be two members or one third of the members, whichever is greater. The Committee
is required to meet at least once a year.

During the year under review, the Company held one Nomination and Remuneration
Committee meeting.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013.

Composition of the Committee:

1. Mr. Ankit Jagdishbhai Kansara, Non-Executive Director (Chairman)

2. Mr. Pankil Anilbhai Gandhi, Non-Executive, Independent Director (Member)

3. Mrs. Damini Dholiya, Whole-Time Director (Member)

4. Ms. Varsha Khaitan (Secretary to the Committee)

Meeting of Stakeholder's Relationship Committee and Relevant Quorum:

The stakeholder’s Relationship committee shall meet once in a year. The quorum for a
meeting of the Stakeholder’s Relationship Committee shall be two members present.

During the year under review, the Company held one Stakeholder’s Relationship
Committee meeting.

IV. SHAREHOLDER'S MEETING:

V. INTERNAL COMPLAINT COMMITTEE:

Pursuant to the provision Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("Act"), the Company has not received any
complaints on sexual harassment and hence no compliant remains pending as on
31^st March, 2025. Further Company has zero tolerance for sexual harassment for
women at workplace.

VI. MEETING OF INDEPENDENT DIRECTOR:

One Meeting of the Independent Director held during the financial year 2024-25.

8. DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria
ofIndependence as laid down under Section 149(6) of the Companies Act, 2013.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:

The Company is Partner and holding 51% stake in Gopinath Enterprises, a Partnership
Firm. Except above, it does not have any Joint Venture or Holding Company as on 31^st
March, 2025.

10. CHANGES IN SHARE CAPITAL:

There are no changes in the share capital of the company during the year.

The Company has, during the year under review, neither issued any Equity shares with
differential voting rights nor any shares (including sweat equity shares) to its employees
under any scheme.

11. DIRECTORS'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board of Directors of the Company confirms that-

(i) In the preparation of the annual accounts for the year ended 31^st March,
2025, the Company has followed the applicable accounting standards and
there are no material departures from the same.

(ii) Accounting policies were adopted and applied consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the affairs of the Company as at 31^st March 2025 and
of the Profit of the Company for year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Act of safeguarding the assets of the Company and for preventing/
detecting fraud and irregularities have been taken.

(iv) The Directors have prepared Annual Accounts on a "Going Concern”
basis.

(v) They have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and
operating effectively;

(vi) The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

12. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its
committees and individual Directors. The entire Board carried out performance
evaluation of each Independent Director excluding the Independent Director being
evaluated. The Nomination Remuneration Committee also carried out evaluation of
every director's performance.

The evaluation was done after taking into consideration inputs received from the

Directors, setting out parameters of evaluation. Evaluation parameters of the
Board and Committees were mainly based on Disclosure of Information, Key
functions of the Board and Committees, Responsibilities of the Board and
Committees, etc. Evaluation parameters of Individual Directors including the
Chairman of the Board and Independent Directors were based on Knowledge to
Perform the Role, Time and Level of Participation, Performance of Duties and Level
of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of
Non-Independent Directors, Chairman of the Board and the Board as a whole.

13. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate
Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company. However, the Company is in compliance to the extent of
applicable sections of Companies Act, 2013 with regard to Corporate Governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as
Annexure - I in the Annual Report and forms a part of the Annual Report.

15. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted
following policies which are available on its website https://quality.in

• Whistle Blower Policy

• Archival & Preservation Policy

• Code Of Business Conduct & Ethics for Directors & Senior Management

• Policy for determination of Materiality & disclosure of Material Events

• Policy for making payment to non-Executive director

• Policy on determination of Material Related Party Transactions

• Risk Management Policy

• Code of Conduct for prevention of Insider Trading

• T erms & Conditions for Appointment of Independent Directors

• Nomination and Remuneration Policy

16. COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF
REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES:

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the
recommendation of Nomination and Remuneration Committee has devised
Nomination and Remuneration Policy relating to appointment of Key Managerial
Personnel and Directors, Director’s qualifications, positive attributes,
independence of Directors and their remuneration and other related matters as
provided under Section 178(3) of the Companies Act, 2013.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT. 2013:

During the financial year, Loans given, Guarantees provided and Investments made
pertaining to section 186 of Companies Act, 2013 has been mentioned in the notes
of financial statements of Company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

All related party transactions that were entered during the financial year were
arm’s length basis and were in the ordinary course of business. No materially
significant related party transactions which required the approval of members,
were entered into by the Company during the Period under review. Further, all
related party transactions entered into by the Company are placed before the
Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company
with related parties as referred to in Section 134(3)(h) read with section 188(1) of
the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and
marked as Annexure-II.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India while organizing the Board and Annual General
Meetings.

20. MATERIAL CHANGES AND COMMITMENT:

During the year under review, no material changes and commitments affecting the
financial position of the Company occurred during the year and between the end of
the financial year to which these financial statements relate and on the date of this
report.

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 131 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no any application filed or any proceeding pending under Insolvency
and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the
same is not applicable to Company.

22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF.

The Company did not settle any loan amount with Bank or Financial Institution
during the period under review. Hence the same is not applicable to Company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEEARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption.
The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and
the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an
alternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the company's foreign exchange earnings and
out go are NIL.

24. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of

opportunities. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through
means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such
as business, project execution, event, financial, human, environment and statutory
compliance.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the
Company as on March 31, 2025. Hence, your Company is not required to adopt the
CSR Policy or constitute CSR Committee during the year under review.

26. DEPOSITS:

The company has not accepted/renewed any deposits during the year under review.

27. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1),
intimation under Section 164(2) of the Companies Act, 2013 and declaration as to
compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Vivek Dholiya, Mrs. Damini Dholiya,
Mr. Shirish Amrutlal Kotadia, Mr. Ankit Jagdish bhai Kansara, Mr. Pankil Anilbhai
Gandhi.

Further during the year under review, following changes regarding
appointment/reappointment has been done in Management of Company:

Details of all Directors/KMP has been mentioned below:

In accordance with the provisions of the Companies Act, 2013, and the Articles of
Association of the Company, Ms. Damini Vivek Dholiya retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for re¬
appointment.

28. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014 and as per recommendation of Audit Committee and approval of
the Board of Director in their meetings held on 06^th September, 2023 M/s Doshi Doshi
& Co, Chartered Accountants (Firm Registration No. 153683W) has been appointed as
Stautory Auditor of Company for the period of 5 years i.e. from F.Y. 2023-24 to 2027-28
viz. from the conclusion of this 2^nd AGM of Company till the conclusion of its 7^th AGM, to be
held in the year 2028.

Further there is no qualifications, reservations or adverse remarks made by the
Statutory Auditor of Company in their Audit Report for the year under review.

B. INTERNAL AUDITOR:

The Company has appointed Ms. Beena Varun Koshiya as an Internal Auditor for
conducting the Internal Audit of the Company for the Financial year 2024-25.

C. SECRETARIAL AUDITOR AND THEIR REPORT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed M/s. Dilip Swarnkar & Associates, Company
Secretaries, as Secretarial Auditors for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended March 31, 2025 is set out in Annexure - III
to this Report.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the
Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed
by the Management and relevant Board Committees including the Audit Committee,
the Board is of the opinion that the Company's internal financial controls with
reference to the financial statements were adequate and effective during the financial
year 2024-25.

30. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's
business and size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are acquired
economically, used efficiently and adequately protected.

31. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of
Companies (Cost records and audit) Rules, 2014, the Company is not required to
appoint a cost auditor to audit the cost records of the Company.

32. EXPLANATION OF BOARD OF DIRECTORS ON AUDITORS REPORTS:

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the

Auditors in their report for the year under review.

Hence there is no Explanation required for the same.

B. Secretarial Audit Report

There are no qualifications or reservation or adverse remarks made by the

Secretarial Auditors in their report for the year under review.

Hence there is no Explanation required for the same.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances
of frauds committed in the Company by its Officers or Employees under Section
143(12) of the Companies Act, 2013

34. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transaction on these items during the year under
review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or
otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to
employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations
in future.

5. There were no instance of non-exercising of voting rights in respect of shares
purchased directly by the employees under a scheme pursuant to section 67(3)
of the Act read with Rule 16(4) of Companies (Share Capital and Debenture)
Rules, 2014 and hence no information has been furnished.

35. GREEN INITIATIVE:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25
is being sent only through electronic mode to those Members whose email addresses are
registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2024-25 will also be available on the Company’s website www.qualityro.in.

36. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to 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 provided in this Report as
Annexure IV which forms part of this Report.

37. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies, and other business
constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers, and staff, resulting in successful
performance of the Company during the year. Your directors look forward to the
continued support of all stakeholders in the future.

By Order of the Board of Directors
For Quality RO Industries Limited

Sd/-

Vivek Dholiya Damini Dholiya

Managing Director Whole-time Director

DIN: 09340902 DIN: 09340903

Place: Vadodara

Date: 03^rd SEPTEMBER, 2025