Your directors have pleasure in presenting this Board Report
of the business and operations along with the Audited
Financial Statements of the Company for the financial year
ended on March 31, 2025. This report covers the financial
results and other developments during the financial year from
April 1, 2024 to March 31, 2025, in compliance with the
applicable provisions of Companies Act, 2013, ("the Act”) and
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations”).

1. FINANCIAL RESULTS OF THE COMPANY: -

The Company’s financial performance (standalone) for
the financial year ended 31^st March, 2025 is summarized
below:

(Amount in Millions)

2. STATE OF THE COMPANY'S AFFAIRS: -

The Company has achieved total revenue from
operations of Rs. 1506.12 million for Financial Year
2024-2025 as compared to Rs. 1517.57 million for
Financial Year 2023-2024. The earnings before interest,
taxes, depreciation, and amortization (‘EBITDA’) for the

year was Rs. 26.23 Million as compared to Rs. 364.94
Millions for the previous financial year. During the
financial year 2024-25, the Company earned Losses after
Tax of Rs. 196.75 Million as compared to profit of Rs.
116.24 Millions in the previous financial year.

The Company’s operations have been further discussed
in detail in the Management Discussion and Analysis
Report in a separate section forming part of this Annual
Report

3. DIVIDEND: -

As per the Regulation 43A of the Securities Exchange
Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ("SEBI Listing
Regulations”), the Dividend Distribution policy of the
company is available on the Company’s website and can
be accessed at https://www.quadrantfuturetek.com/
assets/ frontend/pdf/ dividend-distribution-policy.

The Board of Directors has opted not to declare a
dividend for the Financial Year 2025, prioritizing the
allocation of resources towards the Company’s long-term
growth initiatives.

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

The Company did not undergo any change in the nature
of its business during Financial Year 2024-25 under
review. The affairs of the Company are conducted in
accordance with the accepted business practices and
within the purview of the applicable legislations.

5. TRANSFER TO RESERVES: -

During the year under review, no amount has been
transferred to the General Reserve of the Company.

6. SHARE CAPITAL: -

The details of Authorized, Issued, Subscribed and Paid-
up Share Capital of the Company are stated below: -

(A) AUTHORISED SHARE CAPTIAL:

During the year, there was no change in the
Authorised Share Capital of the Company under
review. The Authorized Share Capital of the
Company stands at Rs. 45,00,00,000/- divided into
4,50,00,000 Equity Shares of Rs. 10/- as on March
31, 2025.

(B) ISSUED, SUBSCRIBED AND PAID-UP SHARE
CAPITAL

During the year, the Issued, Subscribed and Paid-up
Share Capital was changed in the following manner:-

a) Allotment of 2,00,00,000 (Two Crore) equity
shares to the existing shareholders as Bonus
Issue on April 15 2024.

b) Allotment of 1,00,00,000 (One Crore) equity
shares through Initial Public Offer on January
10, 2025.

As a result of above, the Issued, Subscribed and Paid-up
Share Capital of the Company stands at Rs. 40,00,00,000
(Rs. Forty Crores Only) divided into 4,00,00,000 (Four
Crores) Equity Shares of Rs. 10/- as on March 31, 2025.

7. MAJOR EVENTS/MATERIAL CHANGES OCCURRED
DURING THE YEAR

INITIAL PUBLIC OFFER ("THE IPO”)

A significant milestone during the year under review was
the Company’s successful Initial Public Offering (IPO)
of equity shares.

The offer had been authorised by a resolution of the
Board of Directors on March 15, 2023 and January 20,
2024 and by the Shareholders on March 01, 2024.

The Company filed Draft Red Herring Prospectus
("DRHP”) dated June 02, 2024 with Securities Exchange
Board of India (SEBI) with respect to IPO of the equity
shares of the Company. The Company received in¬
principal approval from National Stock Exchange of
India Limited and BSE Limited on September 09, 2024.
Thereafter, the company filed Red Herring Prospectus
("RHP”) and Prospectus dated December 27, 2024 and
January 09, 2025 respectively with SEBI and Registrar
of Companies, Chandigarh.

The IPO, which was entirely a fresh issue of 1,00,00,000
equity shares issued at a price of INR 290 per share,
opened for subscription from January 07, 2025, to

January 09, 2025 and for anchor investors, the offer
opened and closed on January 06, 2025.

On January 10, 2025, the Company allotted the shares to
the public. Subsequently, on January 13, 2025, the
Company received listing and trading approvals from
BSE Limited ("BSE”) and the National Stock Exchange of
India Ltd ("NSE”). The equity shares were officially listed
and commenced trading on both exchanges on January
14, 2025.

Sundae Capital Advisors Private Limited acted as the Sole
Book Running Lead Manager (BRLM) and Vaish
Associates Advocates acted as Legal Counsel to the IPO
of the Company. The Company had appointed M/s. MUFG
Intime India Private Limited (Formerly known as Link
Intime India Private Limited) as the Registrar to the Offer.
The Board expresses its sincere gratitude to the investors
who reposed their faith in the business of the Company.
The Board also expresses its thanks to SEBI, ROC and
Stock Exchanges (BSE and NSE) for their expeditious
approval of the DRHP, RHP and Prospectus for the Offer.

The Directors believe that the listing of the Company’s
shares on BSE and NSE provides a robust platform to
elevate the business to greater heights, enhances
visibility, and offers liquidity to shareholders. This
strategic move is expected to support the Company’s
growth objectives and foster long-term value creation for
its stakeholders.

8. UTILISATION OF IPO PROCEEDS

Pursuant to Securities and Exchange Board of India
(L ist ing Obli gat ions a nd Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as SEBI Listing
Regulations) & SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, the proceeds of IPO
have been utilized in the following manner:

There has been no deviation in the utilization of the IPO
proceeds of the Company. Detailed Monitoring Agency
Report received from CARE Ratings Limited, Monitoring
Agency for utilization of IPO Proceeds on quarterly basis
till the date of this report, affirming no deviation in
utilisation of the issue proceeds from the object stated
in offer documents are submitted to Stock Exchanges in
compliance with the applicable regulations.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES AND PERFORMANCE AND
FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENT: -

The Company did not have any associate, joint venture,
or subsidiary companies as defined under Sections 2(6)
and 2(87) of the Companies Act, 2013, during the year.
Accordingly, in compliance with Section 129(3) of the
Act, the Company is not required to file Form AOC-1.”

10. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions to Section 134(5) of
the Companies Act, 2013, in relation to Annual Financial
Statements for the financial year 2024-25, the Board of
Directors to the best of its knowledge and ability hereby
confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been followed
and there are no material departures;

b) the directors had 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 at the end of the financial year and of
the profit and loss of the Company for that period;

c) 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;

d) the directors had prepared the annual accounts on
a going concern basis; and

e) 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;

f) 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.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT: -

There are no material changes or commitments affecting
the financial position of the Company between the end
of the financial year and the date of this report

The Policy on Determination of Materiality of Events
Information as approved by the Board is available on the
Company’s website and can be accessed at https://
www.quadrantfuturetek.com/assets/frontend/pdf/
policy-on-determination-of-event-and-information.pdf.

12. DETAILS OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL ("KMP")

A. Board of Directors

As on March 31, 2025, the Board Comprised of 12
(Twelve) Directors, out of Which 6 (Six) Directors
were Executive, 2 (Two) Directors were Non
Executive - Non Independent and 4 (Four) were Non
Executive- Independent Directors including One
Independent Woman Director.

During the year, all the Independent Directors of the
Company were re-appointed in duly convened 9^th
Annual General Meeting of the Company held on
September 27, 2024.

Pursuant to the provisions of Section 149 of the Act,
the Independent Directors have also submitted
declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the
Act along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations.

During the financial year, the Independent Directors
of the Company did not have any pecuniary
relationship or transactions with the Company,
except for the receipt of sitting fees incurred in the
course of attending meetings or performing their
duties as Directors.

Further, in the opinion of the Board, the Independent
Directors also possess the attributes of integrity,
expertise and experience as required to be disclosed
under Rule 8(5) (iii a) of the Companies (Accounts)
Rules, 2014.

Relevant disclosures regarding director
shareholding, interest and relation are provided in
corporate governance report forming part of this
annual report

B. Retirement by Rotation

As per the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Rajbir Singh Randhawa
(DIN: 01201025) and Mr. Vivek Abrol (DIN:
01381395) are the directors liable to retire by
rotation, at the ensuing 10^thAnnual General Meeting
and have offered themselves for re-appointment.

C. Key Managerial Personnel

In accordance with the provisions of Section 2(51)
and 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following
were the Key Managerial Personnel of the Company
as on 31^st March, 2025:¬

1. Mr. Mohit Vohra - Managing Director

2. Mr. Amit Kumar Jain - Chief Financial Officer

3. Mr. Pankaj - Company Secretary and Compliance
Officer

During the year under review, following changes
took place in the Key Managerial Personnel of the
Company:

1. Mr. Amit Kumar Jain was appointed as Chief
Financial officer of the Company w.e.f
September 03, 2024 upon resignation of Mr.
Amit Gaur from the position of Chief Financial
Officer w.e.f August 03, 2024.

2. Mr. Pankaj was appointed as Company Secretary
and Compliance Officer of the Company w.e.f
September 04, 2024 upon the resignation of Mr.
Ankit Kumar w.e.f close of business hours of
September 03, 2024.

Furthermore, following changes took place from the
end of financial year till the date of this report:-

1. As on date of this report, Mr. Amit Kumar Jain
has resigned from the position of Chief Financial
Officer w.e.f close of business hours of 29^th July,
2025. Consequent to his resignation, Mr. Amit
Gaur is re-appointed as Chief Financial Officer
designated as Key Managerial Personnel w.e.f.
30^th July, 2025.

2. As on date of this report, Mr. Pankaj has resigned
from the position of Company Secretary &
Compliance Officer designated as Key
Managerial Personnel w.e.f close of business
hours of 29^th July, 2025 . Consequent to his
resignation, Mr. Puneet Khurana is appointed as
Company Secretary & Compliance Officer w.e.f.
30^th July, 2025.

3. As on date of this report, Mr. Abhigyan Kotnala
is appointed as Chief Executive Officer

designated as Key Managerial Personnel w.e.f.
29^th July, 2025.

13. MEETINGS OF THE BOARD: -

During the financial year, the Board met six (6) times
under review. The maximum interval between any two
meetings did not exceed 120 days, as prescribed by the
Act and SEBI Listing Regulations. The details of the Board
meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which
forms part of this Annual Report

14. COMMITTEES OF THE BOARD:

As required under the Act and the SEBI Listing
Regulations, your Company as on March 31, 2025 has
four committees comprising of the Board, namely:

1. Audit Committee,

2. Corporate Social Responsibility Committee,

3. Nomination and Remuneration Committee

4. Stakeholders Relationship Committee duly
constituted as per the Regulations of SEBI LODR and
the Companies Act, 2013.

A detailed note on the composition of the Board and its
committees, including its terms of reference, is provided
in the Corporate Governance Report, which forms part
of this Annual Report. The composition and terms of
reference of all the Statutory Committee(s) of the Board
of Directors of the Company is in line with the provisions
of the Act and SEBI Listing Regulations.

During the financial year Under Review, the Audit
Committee met six (6) times, Nomination and
Remuneration Committee met two (2) times, Stakeholder
Relationship Committee met one (1) time and Corporate
Social Responsibility Committee met one (1) time.

15. BOARD ANNUAL EVALUATION:

In compliance with statutory requirements and to ensure
the effective functioning of the Board and its Committees,
an annual performance evaluation of the Board, its
committees, and individual Directors was carried out
during the year. The evaluation was conducted based on
a structured framework and criteria approved by the
Nomination and Remuneration Committee (NRC).

Detailed disclosures regarding the evaluation parameters,
methodology, and key outcomes are provided in the
Report on Corporate Governance.

Additionally, a separate meeting of the Independent
Directors was held on March 31, 2025, wherein the
performance of the Non-Independent Directors, the
Board as a whole, and the Chairman was reviewed.

16. POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The Company believes that a diverse Board will be able
to leverage different skills, qualifications, and
professional experiences which is necessary for
achieving sustainable and balanced development. In
accordance with the provisions of Section 178 of the
Companies Act, 2013 and Part D of Schedule II of the
Listing Regulations, the Company has adopted the policy
on Nomination and Remuneration of Directors
(Executive, Non-Executive and Independent), Key
Managerial Personnel (KMPs), Senior Management and
other Employees of your Company. The policy specifies
the criteria for appointment of Directors and Senior
Management and their remuneration and for
determining qualifications, positive attributes and
independence of a director.

The policy is available on the website of the Company
and can be accessed at https://
www.quadrantfuturetek.com/assets/frontend/pdf/
nomination-and-remuneration-policy.pdf.

17. POLICY FOR PREVENTION OF INSIDER TRADING
AND CODE OF CONDUCT

The Company has adopted a Insider Trading Policy which
includes Code of Conduct to regulate, monitor and report
trading by designated persons and their immediate
relatives as per the requirements under the Securities
and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Code, inter alia, lays
down the procedures to be followed by designated
persons while trading/ dealing in Company's shares and
sharing Unpublished Price Sensitive Information
("UPSI”). The Policy covers Company's obligation to
maintain a digital database, mechanism for prevention
of insider trading and handling of UPSI and the process
to familiarize with the sensitivity of UPSI. Further, it also
includes code for practices and procedures for fair
disclosure of unpublished price sensitive information
which has been made available on the Company's website
at https://www.quadrantfuturetek.com/assets/
frontend/pdf/policy-on-insider-trading-regulationsl.pdf

The Board of Directors has laid down a Code of Conduct,
which is applicable to all Directors and Senior
Management Personnel of the Company which is
available on the website of the Company at https://
www.quadrantfuturetek.com/assets/frontend/pdf/
code-of-conduct-of-board-of-directors.pdf

A declaration signed by Mr. Mohit Vohra, Managing
Director of the Company, confirming that all members
of the Board of Directors and Senior Management
Personnel have affirmed their compliance with the Code

of Conduct for Board Members and Senior Management
Personnel, is annexed to this Board's Report as Annexure
- I.”

18. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company is committed to fulfilling its social
responsibilities as a conscientious and responsible
corporate citizen. In accordance with the provisions of
Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors has constituted a
Corporate Social Responsibility (CSR) Committee.

The composition and terms of reference of the CSR
Committee are detailed in the Corporate Governance
Report, which forms an integral part of this Annual
Report The CSR policy is available on the website of the
Company and can be assessed at https://
www.quadrantfuturetek.com/assets/frontend/pdf/
policy-on-csr.pdf .

A report on the CSR activities undertaken by the
Company during the year, in compliance with the
requirements of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed as
"Annexure - II” to this Board’s Report

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has in place a robust internal control
system, commensurate with the size, scale, and
complexity of its operations. These controls are supported
by well-documented policies and standard operating
procedures that govern key business processes. The
internal control framework is designed to ensure the
orderly and efficient conduct of business, including
adherence to internal policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely
preparation of reliable financial information.

In compliance with Section 138 of the Act and the
applicable provisions of the SEBI Listing Regulations, the
Company has established a structured Internal Audit
function. The scope, authority, and functioning of the
internal audit are defined and reviewed periodically by
the Audit Committee. Internal audits are conducted at
regular intervals to assess the effectiveness of
operational and financial controls and to provide
assurance on the design and operating effectiveness of
internal systems.

The internal audits during the year focused on key
functional areas such as inventory management, stock,
Human Resources and operational efficiency. The audit
findings were presented to the Audit Committee on a

quarterly basis, along with management’s responses and
action plans. Follow-up mechanisms are in place to
ensure the timely implementation of corrective
measures.

20. STATUTORY AUDITORS AND AUDITORS' REPORT

The Shareholders in the 8^th Annual General Meeting held
on September 28, 2023, approved the re-appointment
of M/s Sanmarks & Associates, Chartered Accountants,
having [FRN: 003343N] for a period of five years from
the conclusion of the AGM till the conclusion of 13^th
Annual General Meeting of the Company.

The Auditors’ Report for FY 2024-25 is unmodified and
it does not contain any qualification, reservation, adverse
remark or disclaimer. Further the Auditors’ Report being
self-explanatory does not call for any further comments
from the Board of Directors.

21. SECREATARIAL AUDITORS AND SECRETARAIAL
AUDIT REPORT

Pursuant to 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, your company had appointed M/
s. Girish Madan & Associates; a peer reviewed Company
Secretary in Practice as Secretarial Auditor to conduct
Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year ended
March 31, 2025 is annexed herewith as "Annexure - III”
and forms an integral part of this Annual Report. The
Secretarial Audit Report does not contain any
qualification, reservation or adverse remark, etc.

Further, pursuant to the provisions of Regulation 24A
and other applicable provisions, if any, of the SEBI Listing
Regulations, read with Section 204 of the Companies Act,
2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
based on the recommendation of the Audit Committee,
the Board of Directors, at their meeting held on July 29,
2025, approved the appointment of M/s. Girish Madan
& Associates, Company Secretary in Practice (CP No.
3577), a peer-reviewed Company Secretary in Practice,
as the Secretarial Auditor of the Company to conduct
Secretarial Audit for a term of five consecutive years
commencing from the Financial Year 2025-26 to
Financial Year 2029-30 and recommend his
appointment to the members for their approval at the
ensuing AGM.

A detailed proposal for appointment of Secretarial
Auditor forms part of the Notice convening this AGM.

22. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the
Companies Act, 2023, M/s Anand Narang & Associates,
Chartered Accountants were appointed as Internal
Auditors of the Company for the quarter ended March
31, 2025. As recommended by the Audit Committee, the
Board has approved the re-appointment of M/s Anand
Narang & Associates, Chartered Accountants as Internal
Auditors of the Company for the financial year 2025-26
as well.

The Internal Auditor monitors and evaluates the
effectiveness and adequacy of internal control systems
in the Company, its compliances with the operating
systems, accounting procedure and reports to the Audit
Committee on a quarterly basis. The Audit Committee
considers and reviews the Internal Audit Report
submitted by the Internal Auditors on a quarterly basis.

23. COST RECORDS AND COST AUDIT:

In accordance with Section 148(1) of the Companies Act,
2013, read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, the Company
has to maintained the requisite cost records and that
records need to be audited by Cost Auditor. In compliance
to the above provisions, the company has maintained
the requisite cost records for the financial year under
review.

The Board of Directors upon the recommendation of the
Audit Committee had appointed M/s. SDM & Associates,
Cost Accountants (Firm Registration No. 000281), as the
Cost Auditors for the Company to audit the cost
accounting records for the financial year ending March
31, 2026.

In accordance with the above provisions, the
remuneration payable to the cost auditors for the
financial year ended March 31, 2026 should be ratified
by the Members. Accordingly, the Board of Directors
recommends to the Members to pass the resolution, as
stated in the Notice convening the forthcoming Annual
General Meeting.

Further, the Cost Auditors’ Report as given by M/s SDM
& Associates (Firm Registration No. 000281) for financial
year 2024-25 do not contain any qualifications,
reservations, adverse remarks or disclaimer which call
for any explanation/comment from the Board of
Directors.

The Cost Audit Report for the financial year 2023-24,
issued by M/s. SDM & Associates, has been filed with the
Ministry of Corporate Affairs (MCA) in compliance with
Rule 6(6) of the Companies (Cost Records and Audit)
Rules, 2014. The Cost Audit Report for the financial year
ending March 31, 2025, will be filed within the
prescribed period as stipulated by the MCA.

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

The Company has neither advanced any loans nor given
guarantees in terms of provisions of Section 186 of the
Companies Act, 2013 during the year under review.

25. RELATED PARTY TRANSACTIONS

The shareholders of the Company, in their Extra-Ordinary
General Meeting held on March 01, 2024, approved the
limits for Material Related Party Transactions to be
entered into during the financial year 2024-25. These
transactions are well within the limits approved by the
shareholders and do not involve any potential conflict
with the interests of the Company at large.

The details of related party transactions as per applicable
accounting standards are disclosed in the notes to the
financial statements. A statement of all Related Party
Transactions (‘RPTs’) is placed before the Audit
Committee on a quarterly basis for the review. Disclosure
of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is annexed as
"Annexure - IV” and forms an integral part of this report

The Company has amended the Policy on Dealing with
Related Parties in view of the amendments issued by SEBI
and to simplify the process of transaction approval
sought from the Audit Committee. The Policy on
Materiality of Related Party Transactions and on dealing
with Related Party Transactions as approved by the
Board is available on the Company’s website and can be
accessed at https://www.quadrantfuturetek.com/
assets/ frontend/pdf/policy-on-related-party-
transactions-p.pdf.

26. CORPORATE GOVERNANCE REPORT CERTIFICATE

The Company is committed to upholding the highest
standards of corporate governance, aligning with the
principles set forth by the Securities and Exchange Board
of India (SEBI). We believe that effective governance is
fundamental to maximizing shareholder value in a legal,
ethical, and sustainable manner.

The Company has complied with the requirements of
Corporate Governance as stipulated under Regulation 34
read with Schedule V of the SEBI Listing Regulations, and
accordingly, the Corporate Governance Report and the
requisite certificate from M/s. Girish Madan & Associates,
Practicing Company Secretaries, regarding compliance
with the conditions of Corporate Governance forms a
part of this Report

Your Company has also been enlisted in the new SEBI
compliant redressal system (SCORES) enabling the
investors to register their complaints, if any, for speedy
redressal

27. ANNUAL RETURN:

In accordance with Section 92(3) read with Section
134(3)(a) of the Act and the Companies (Management
and Administration) Rules, 2014, the Annual Returns
submitted by the Company are available on the
Company’s website at https://

www.quadrantfuturetek.com/investor/annual-returns.

The Annual Return for the financial year ended March
31, 2025 will be submitted to the Registrar of Companies
within the timelines prescribed under the Act

28. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public
and no amount on account of principal or interest on
deposits from public was outstanding as on the date of
the balance sheet. Accordingly, disclosures related to
deposits as required to be made under the Act are not
applicable to the Company under review.

29. VIGIL MECHANISM/ WHISTLE BLOWER:

The Company is committed to conducting its business
affairs with fairness and transparency, adhering to the
highest standards of integrity, professionalism and ethical
behavior. In Compliance with the provisions of section
177 of the Companies Act, 2013 and Regulation 22 of
SEBI Listing Regulations, The Company has put in place
a mechanism for employees to report to the
Management, concerns about unethical behavior, actual
or suspected fraud or violation of the Companies Code
of Conduct or Ethics Policy. The said Policy provides for
adequate safeguards against victimization of employees
who avail of the mechanism and also provides for direct
access to the higher levels of supervisors, managers
including the Chairperson of the Audit Committee

The above mechanism has been appropriately
communicated within the Company across all levels and
has been displayed on the Company’s intranet as well as
on the on the website of the Company and can be
accessed at https://www.quadrantfuturetek.com/
assets/frontend/pdf/policy-on-whistle-blower-and-vigil-
mechanism.pdf.

The Audit Committee periodically reviews the existence
and functioning of the mechanism. It reviews the status
of complaints received under this policy on a quarterly
basis. The Committee has, in its Report, affirmed that no
personnel have been denied access to the Audit
Committee.

30. RISK MANAGEMENT

The Company recognizes that risk is an integral part of
the business and is committed to managing the risks in
a proactive and efficient manner. The Company has well-
defined operational process to ensure that risks are

identified, and the operating management is responsible
for identifying and implanting the mitigation plans for
operational and process risks. The company periodically
assesses the key strategic and business risks in the
internal and external environment along with the costs
of managing such risks and senior management
incorporates risk mitigation and treatment plans in its
strategy, business and operational plans. The Company,
through such periodical risk assessments, strives to
contain impact and likelihood of the risks within the risk
appetite as agreed with the Board of Directors from time
to time. The Company’s Risk Management and
Mitigation Plan have been further discussed in detail in
the Management Discussion and Analysis Report in a
separate section forming part of this Annual Report

Since the Company doesn’t fall under the top 1000 listed
entities and is also not a 'high value debt listed entity’
the provisions of constitution of Risk Management
Committee are not applicable to the Company.

31. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES DETAILS PURSUANT TO SECTION
197(12) READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014;

In terms of the provisions Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, none of employee is
withdrawing monthly remuneration scaling between
Rupees Eight Lakh and Fifty Thousand per month to One
Crore and Two Lakh Rupees per annum.

The requisite information pertaining to remuneration
and other details, as mandated under Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in the
Annexure -V forming part of this Board’s Report

32. HUMAN RESOURCE

As a people-centric organization, we strongly believe in
nurturing a culture that enables the growth, well-being,
welfare and career progression of our employees. We
have a company-wide ethos of caring and sharing with
our people and continue to invest in their learning and
development on a regular basis.

We also remain consistently focused on being connected
and engaged with our employees to keep them motivated
and inspired, treating them as equal partner in our
growth journey.

As of March 31, 2025, Quadrant employed 315
professionals across various domains including

corporate operations, engineering, R&D, systems design,
and manufacturing. The company has worked hard to
build a culture of collaboration, innovation, and
operational discipline. Training programs in embedded
systems, safety protocols, and installation practices were
conducted during the year.

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

The Company is committed to provide safe and
conductive working environment to all its employees
(Permanent, contractual, temporary, trainee etc.) and has
zero tolerance for Sexual Harassment at workplace. The
Board deliberated upon in this respect and has adopted
a Policy on prevention of Sexual Harassment in line with
the provisions of Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made thereunder. The Board has
constituted an internal complaints committee to redress
complaints received regarding sexual harassment.

The following is the summary of sexual harassment
complaints received and disposed off during the year
2024-25:

34. EMPLOYEE STOCK OPTION PLAN:

In compliance with the provisions of Companies Act,
2013 and SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, as amended from time
to time ('SEBI ESOP Regulations’), the Company has
introduced Employee Stock Option Scheme named
"Quadrant Future Tek Limited Stock Incentive Plan,
2024" to motivate, attract new talent and inculcate the
feeling of the employee ownership and reward
employees of the Company.

Details of "Quadrant Future Tek Limited Stock
Incentive Plan, 2024" as required under Companies
Act, 2013 and SEBI (SBEB & SE) Regulations is provided
in the Annexure - VI forming part of this Board’s Report

The certificates from the Secretarial Auditor of the
Company stating that the Schemes have been
implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
and the resolution passed by the members will be

available electronically for inspection during business
hours, without any fee by the members from the date of
circulation of this Notice up to the date of AGM. Members
seeking to inspect such documents can send a request
from their registered Email Id mentioning their name,
DP ID and Client ID / Folio No., PAN and Mobile No. to
the Company at cs qftl@quadrantfuturetek.com

In terms of Regulation 12(1) of the SEBI (SBEB & SE)
Regulations, no company can make any fresh grant of
employee stock options which involves allotment or
transfer of shares to its employees under any schemes/
plans formulated prior to its Initial Public Offering
("IPO") and prior to the listing of its equity shares ("Pre-
IPO Scheme/Plan") unless: (i) such Pre-IPO Scheme/ Plan
is in conformity with the SEBI (SBEB & SE) Regulations;
and (ii) Such Pre-IPO Scheme/ Plan is ratified by its
shareholders subsequent to the IPO.

Further, as per proviso to Regulation 12(1) of the SEBI
(SBEB & SE) Regulations, the ratification may be done
any time prior to grant of new options or shares under
such Pre-IPO Scheme/Plan.

The equity shares of the Company were listed on the
National Stock Exchange of India Limited and BSE
Limited on January 14, 2025. Accordingly, in compliance
of Regulation 12(1) of the SEBI (SBEB & SE) Regulations,
the Company is seeking ratification of "Quadrant
Future Tek Limited Stock Incentive Plan, 2024" at
ensuing annual general meeting as per the details
provided in the Notice of AGM.

35. COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT 1961.

The Company remains fully compliant with the
provisions of the Maternity Benefit Act, 1961. The
Company is committed to supporting the health and well¬
being of its employees and continues to foster a
supportive and inclusive work environment for working
mothers.

36. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Details of Familiarization Program for Independent
Directors are given in the Corporate Governance Report,
which forms part of this Annual Report

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and the Company’s operations in future.

However, during the financial year 2024-25, the
following orders/actions were taken by the Statutory
Authorities, which do not impact the going concern status
or the future operations of the Company:

1. The Company and its Directors proactively filed a
suo-moto adjudication application with the
Registrar of Companies (ROC), Chandigarh, on
September 04, 2024, addressing the offence of non¬
appointment of Independent Directors for the period
from January 21, 2022 to 8th March 2024.
Consequently, on September 24, 2024, the ROC
imposed a penalty totaling ' 14 lakhs—' 3 lakhs on
the Company and ' 11 lakhs on the Directors and
Key Managerial Personnel (KMP). The Company and
the concerned personnel duly paid the penalty
within the prescribed 90-day period and submitted
e-form INC-28 to the Ministry of Corporate Affairs
on December 18, 2024 to ensure compliance.

2. Additionally, on 8th August 2024, the Company
received an order from the ROC imposing a penalty
of ' 1.58 crore for a violation of Section 42 of the
Companies Act, 2013—' 96 lakhs on the Company
and ' 62 lakhs on the Directors and Company
Secretary. In response, the Company filed an appeal
with the Regional Director, Northern Region,
Ministry of Corporate Affairs, on October 07, 2024.
As of the date of this report, the final order in this
matter is still awaited

3. The Company received a settlement order (Bearing
No. SO/PSD/2024-25/8128-8130) on April01,
2025, duly received via e-mail on April 02, 2025,
concerning the settlement application filed by the
Company regarding the reporting of transactions of
the promoters and promoter group under Regulation
54 of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018. A fine of ¹
3,00,000 was levied on Mr. Mohan Krishan Abrol, a
person of promoter group, which has been repaid,
and the same has been disclosed on the stock
exchange.

Despite these penalties and material orders, the
Company affirms that they do not impact on its going
concern status or future operations.

38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

As per the requirements of Section 134(3)(m) of the
Companies Act, 2013 read along with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the details on the
conservation of energy, technology absorption, and
foreign exchange earnings and outgo is annexed in
Annexure- VII of this Board’s Report

39. DETAILS OF APPLICATION / ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, the Company did not
initiate any application nor any proceedings against the
company was pending under the Insolvency and
Bankruptcy Code, 2016 (IBC).

40. 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 has not entered into any one-time
settlement with banks or financial institutions during the
year under review. Consequently, there is no requirement
to disclose any differences between the valuation
amounts at the time of such settlements and the
valuations conducted when obtaining loans, as no such
settlements occurred.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable mandatory
secretarial standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2).

42. CEO/CFO CERTIFICATION

In terms of the Listing Regulations, the Certificate duly
signed by Mr. Amit Jain, Chief Financial Officer (CFO) of
the Company was placed before the Board of Directors
along with the Standalone Audited Financial Statements
for the year ended on March 31, 2025, at its meeting held
on May 24, 2025.

43. ACKNOWLEDGEMENT

The Directors of the Company take this opportunity to
express their sincere appreciation and gratitude for the
unwavering support and cooperation extended by the
Company’s bankers, the Government of India, the
Governments of Punjab, and the various government
departments and agencies, particularly the Ministry of
Railways. Their collaborative efforts have been
instrumental in the Company’s achievements.

The Directors also extend their heartfelt thanks to all
employees for their dedication and valuable
contributions throughout the year. Their commitment
and hard work have been vital to the Company’s success.

Furthermore, the Directors acknowledge and value the
significant contributions made by every member of the
QFTL family. Their collective efforts continue to drive the
Company towards greater accomplishments.

By order of Board of Directors
For Quadrant Future Tek Limited

Sd/-

Satish Kumar Gupta
Date: - 29^th July, 2025 Chairman

Place: - SAS Nagar, Punjab DIN: 06574539