Your Directors have pleasure in presenting the 34^th Directors' Report on the business and
operations of your Company together with the audited statement of accounts for the financial
year ended March 31, 2024.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2024 is summarized below:

fRs. in Lakhs)

1. COMPANY'S BUSINESS GROWTH AND PROSPECTS

The total income for the financial year 2023-24 has decreased to Rs. 15538.30 Lakhs, as against
Rs. 18694.45 Lakhs in the financial year 2022-23, and the profit after tax has decreased to Rs.
133.58 Lakhs in the financial year 2023-24, from Rs. 318.87 Lakhs in the financial year 2022-23.

2. DIVIDEND

In terms of the Dividend Distribution Policy of the Company and as per SEB1 (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), equity shareholders of the

Company may expect dividend if the Company is having surplus funds and after taking into
consideration the relevant internal and external factors as mentioned in the said Policy.
Accordingly, considering the cash position, fund requirements for growth of business of your
Company and agreement with the Lenders, the Board of Directors has not recommended any
dividend for the financial year ended March 31, 2024.

The Dividend Distribution Policy is available on Company's website at the following link:

https://www.qualitvgroup.in/wp-content/uploads/2023/01/DIVIDEND-DISTRlBUlTION-

POLICY.pdf

3. TRANSFER TO RESERVES

During the reporting financial year, the company has not transferred any amount to any
reserves of the Company.

4. SHARE CAPITAL

There has been no change in the share capital of your Company during the Financial Year 2023-
24.

The Authorised Share Capital of the Company as at March 31, 2024 is 4,00,00,000/- (Rupees
Four Crores only] and the Paid Up Share Capital is Rs. 2,85,40,000/- (Rupees Two Crore Eighty
Five Lakh Forty Thousand Only].

5. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business during the year under review.

6. DEPOSITS

As per Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rule,
2014, your Company did not accept any new deposit in the financial year ending on March 31,
2024.

The details relating to deposits, covered under Chapter V of the Act are provided hereunder:

1. Accepted during the year: Nil

2. Remained unpaid or unclaimed as at the end of the year: Nil

3. Deposits repaid during the Year: Rs. 1,50,00,000/-

4. Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved: - no
default has been made and hence these details are not applicable:

a) at the beginning of the year: Not Applicable

b) during the year: Not Applicable

c) at the end of the year: Not Applicable

d) The details of deposits, not in compliance with the requirements of Chapter V of the
Act: Nil

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF). Therefore, this clause is not applicable on
Company.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments by your Company, as required under
Section 186 of the Act are stated in Notes to Accounts of the Financial statements, forming part of
the Annual Report.

9. INTERNAL FINANCIAL CONTROL

The company has in place adequate internal financial controls with reference to financial
statements. During the year under review, such controls were tested and no reportable material
weakness in the design or operation was observed.

10. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism & Whistle Blower Policy to report genuine concerns or
grievances. The Vigil Mechanism & Whistle Blower Policy has been posted on the Company's
website which may be accessed on the Company's website at the link:

https://www.qualitvgroup.in/wp-content/uploads/2023/05/Vigil-Mechanism-Policv.pdf

11. RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment
and minimization procedures. These procedures are periodically reviewed to ensure that
executive management controls risk through means of a properly defined framework. The
Company has also devised a Risk Management Policy for identification of elements of risks and

procedures for reporting the same to the Board.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in
Annexure A to this Report.

13. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(3)(c) read with 134(5) of Companies Act, 2013 the Board of
Directors confirms that:

1) in the preparation of the annual financial statements for the year ended March 31, 2024
the applicable Indian accounting standards (IND-AS) read with requirements set out
under Schedule III to the Act, have been followed and there are no material departures
from the same;

2) the Directors have selected such accounting policies and applied them consistently and
made judgments andestimates 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;

3) the Directors have 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;

4) the Directors have prepared the annual accounts on a going concern basis;

5) the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

6) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED
TO IN SUB SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

The Company has formulated a Policy on Related Party Transactions and manner of dealing
with related party transactions which is available on the Company's website. All related party
transactions entered into during FY 2023-24 were on an arm's length basis and in the ordinary
course of business.

The disclosure as required under Section 134(3) (h) of the Act in form AOC-2, of related party
transactions entered during the financial year 2023-24, is provided in Annexure B to this
report.

The Policy on materiality of related party transactions may be accessed on the Company's
website at the link: https://www.qualitygroup.in/wp-content/uploads/2023/01/POLlCY-QN-
DEALING-WlTH-RELATED-PARTY-TRANSACT10NS.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following were the appointment/resignation/change in designation that took place during
the Financial Year 2023-24 in your Company.

a) Mr. Mohan Lai (DIN: 10252864) was appointed as Additional Director on the Board of the
Company with effect from September 12, 2023 till the ensuing Annual General Meeting.

b) Mr. Yashvir Singh (DIN: 01166596) had resigned from the Dircectorshipwith effect from
July 20, 2023 from the Board of the Company.

♦

16. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company had given the declaration under Section 149(7) of
the Act that they meet the criteria of independence as provided in Section 149(6) of the Act read
with the Rules framed thereunder and Regulation 16 of SEBI (LODR), 2015. The Independent
Directors have also confirmed that they have complied with the Company's Code of Conduct for
Board Members and Senior Management. Further, all the Directors have also confirmed that
they are not debarred to act as a Director by virtue of any SEBI order or any other authority. The
Company has received a declaration from the Independent Directors that their name is included
in the data bank.

Your Company has also devised a Policy on Familiarization Programme for Independent
Directors which aims to familiarize the Independent Directors with your Company, nature of the
industry in which your Company operates, business operations of your Company etc. The said
Policy may be accessed on your Company's website at the link:

https://www.qualitygroup.in/wp-content/uploads/2023/01/FAMILIARIZATION-

PROGRAMME-FOR-lNDEPENDENT-DlRECTORS.pdf

17. PERFORMANCE EVALUATION

The Company has devised a policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for performance evaluation of
the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the

Board as whole was conducted based on the criteria and framework adopted by the Board.

The policy is available on the website of the Company and can be accessed by clicking on the
below link:

https://www.qualitvgroup.in/wp-content/uploads/2023/01/POLICY-ON-NOMlNATION-AND-

REMUNERATION-COMMlTTEE.pdf

18. COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee (the "Committee") was constituted by the Board of Directors at their
meeting held on November 26, 2022 in accordance with the Section 177 of the Companies Act,
2013 and Rule 6 of the Companies (Meeting of board and its powers) Rule, 2014.

ConiDOsition of Audit Committee:

During the financial year 2023-24, the Audit committee held a total of 4 (four) meetings. All the
four Audit committee meetings were held physically at the Registered Office of the Company.
The respective dates of the Audit committee Meetings and Number of members who attended
the meeting during the mentioned period are as follows:

Stakeholders Relationship Committee f"SRC"l

The Stakeholders Relationship Committee was constituted by the Board of Directors at their
meeting held on November 26, 2022 in accordance with the Section 178(5) of the Companies Act
2013.

ConiDOsition of Stakeholders Relatinnshin fnmmittpp

During the financial year 2023-24, the SRC held 1 [One] meeting which was held physically at
the Registered Office of the Company. The respective dates of the SRC Meetings and Number of
members who attended the meeting during the mentioned period are as follows:

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has constituted by the Board of Directors at their
meeting held on November 26, 2022 in accordance with the Section 178 of the Companies Act
2013.

Composition of Nomination and Remuneration Committee f"NCR"l

Corporate Social Responsibility fCSRl Committee:

As the provisions of Sec-135 of the Companies act, 2013 are not applicable on the Company.
Therefore Company is not required to constitute CSR Committee.

19. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy and
strategy. The gap between any two consecutive meetings was within the limit prescribed under
the Companies Act, 2013 and SEBI (LODR) Regulations. The necessary quorum was present
during all the meetings.

During the financial year 2023-24, the board of directors held a total of 9 meetings. All the Nine
Board meetings were held physically at the Registered Office of the Company. The respective
dates of the Board Meetings and Number of Directors who attended the meeting during the
mentioned Period are as follows:

GENERAL MEETINGS:

During the financial year ended March 31, 2024, only one (1] meeting of shareholders was held
i.e. 33^rd Annual General Meeting which was held on August 10, 2023.

20. STATUTORY AUDITORS AND AUDITOR'S REPORT

The existing Statutory Auditors M/s. V S Jain and Associates, Chartered Accountants, Hisar (Firm
Registration No.03533N) were duly appointed for a period of 5 years in the Annual General
Meeting duly held on September 30, 2019 i.e., upto the Annual General Meeting to be held in the
year of 2024. Therefore, the Board of Directors of the Company has recommended to appoint
M/s. Kansal Jain and Associates (FRN: 023083N) to the members of the company, who shall be
appointed with effect from 34^th Annual General Meeting which is scheduled to be held on
September 04, 2024 upto the 39^th Annual General Meeting which shall be held in the Financial
Year 2029-30.

Further, the report of the Statutory Auditors on the Balance Sheet and Profit and Loss Account
for the year ended on March 31, 2024 is self-explanatory and does not require any statement
from the Company. Furthermore, the Auditors' Report does not contain any qualification,
reservation or adverse remark.

21. SECRETARIAL AUDITORS

M/s. Rajesh Garg & Co., Practicing Company Secretaries, Hisar (FCS No. 5960} is the Secretarial
Auditor to conductthe Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report (MR-3) for financial year 2023-24 forms part of the Annual
Report as Annexure-C. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

22. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014,
on the recommendation of the Audit Committee, Mr. Kapil Mittal, Chartered Accountant (Mem.
No. 542972) is the Internal Auditor for the financial year 2024-25.

23. COST AUDITORS

M/s. N. R. Goyal & Company, Cost Accountants, Delhi having Firm Registration No. 101252 with
the Institute of Cost Accountants of India, is the Cost Auditor of the Company for conducting the
Cost Audit of the Company for the Financial year 2024-25. The remuneration to be paid to Cost
Auditors as recommend and approved by the Board, proposed to be ratified in the forthcoming
Annual General Meeting of the Company.

24. COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is required by the Company and accordingly such
accounts and records are made and maintained.

25. ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is
uploaded on the website of the Company at www.qualitvgroup.in

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no such employee of the Company who is covered under provisions of Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Disclosures pertaining to remuneration and other details as required 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 are provided in Annexure D to this Report.

27. CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your
Company has complied with all the mandatory provisions of corporate governance of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Your company is
committed to maintain the highest possible standards of Corporate Governance. Being an SME
listed entity a separate report on Corporate Governance along- with Auditors' certificate in this
regard is not required to be provided.

28. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forms part of the Annual Report as Annexure E to the Board's
report.

29. STOCK EXCHANGES WHERE THE SECURITIES ARE LISTED

SME Exchange of National Stock Exchange of India Ltd., ("NSE Emerge")

Exchange Plaza, 5^th Floor, Plot No. C/l,

G-Block, Bandra-Kurla complex,

Bandra (E), Mumbai - 400 051

30. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.

31. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements
of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems were adequateand operating effectively.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could
affect the Company's financial position have occurred between the end of the financial year and
date of this report.

33. STATEMENT OF DEVIATION OR VARIATION

As per Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,

2015, there is no deviation or variation in the use of funds raised through Public Issue of Equity
Shares from the objects stated in the Prospectus of the Company.

34. INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Sustainability Report ("BRSR") as P^er the requirements of
Regulation 34(2)(f) of the SEBI (LODR), 2015 is not mandatorily required to be given by
Companies which have listed their specified securities on the SME Exchange. Your Company has
not voluntarily adopted disclosure requirement of the Business Responsibility Report.

36. POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace in
accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment
of Women at Workplace Act, 2013 ("POSH Act"). The policy aims at prevention of harassment of
women employees and lays down the guidelines for identification, reporting and prevention of
sexual harassment. There is an Internal Complaints Committee which is responsible for
redressal of complaints related to sexual harassment and follows the guidelines provided in the
policy.

Further, in terms of the provisions of the SEBI LODR, the details in relation to the POSH Act, for
the financial year ended on March 31, 2024 are as under:

a) Number of complaints pertaining to sexual harassment filed during the financial year: NIL

b) Number of complaints pertaining to sexual harassment disposed off during the financial
Year: NIL

c) Number of complaints pertaining to sexual harassment pending as at the end of the financial
year: NIL

The policy of the Company on Prevention of Sexual Harassment, as adopted by the Board, may
be accessed on your Company's website at the link:

https://www.qualitygroup.in/wp-content/uploads/2023/01/POLlCY-ON-PROTECTlON-OF-

WOMEN-FROM-SEXUAL-HARASSEMENT.pdf

37. CREDIT RATING

The Company does not have any Credit rating as of now.

38. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has devised a policy for Appointment and Remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel. The policy also regulated the terms of
appointments including retirements and removals as well. The policy of the Company on
Directors' appointment and remuneration, adopted by the Board, may be accessed on your
Company's website at the link:

https://www.qualitygroup.in/wp-content/uploads/2023/01/POLlCY-ON-NOMINATION-AND-

REMUNERATION-COMMlTTEE.pdf

39. OTHER DISCLOSURES

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

1) There was no issue of equity shares with differential rights as to dividend, voting or
otherwise.

2) There was no issue of shares (including sweat equity shares) to the employees of the
Company under any scheme.

3) No application has been admitted against the Company under the Insolvency and
Bankruptcy Code, 2016.

4) There was no instance of one time settlement with any bank or financial institution.

5) Company does not have any subsidiary.

6) 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.

7) There are no shares in the demat suspense account/unclaimed suspense account of the
Company.

40. THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V
OF THE COMPANIES ACT, 2013.

I. General Information:

1) Nature of Industry

Steel: The Company is engaged in the Manufacture and sale of stainless steel Cold
rolled Stainless Steel (CR) Strips/ Coils and Stainless Steel Flexible hose pipes etc.

2) Date of commencement of commercial production

N.A. since the Company has already commenced its business activities

3) In case of new companies, expected date of commencement of
activities as perproject approved by financial institutions appearing in the
prospectus: Not applicable

4) Financial performance based on given indicators (Rs. In lakhs)

5) Foreign investments or collaborators, if any:

The Company did not have any foreign investment or collaboration.

II. Information About Managing Director:

1) Background Details

2) Past Remuneration (Rs. In lakhs)

3) Recognition or Awards

Mr. Tejasvi Bhargava is well recognized for his leadership, visionary, and
entrepreneur skills in managing business activities and has been efficiently
managing overall affairs of the Company.

4) Job Profile and his Suitability

Mr. Tejasvi Bhargava was inducted in 2003 as a member of the Board and
become Managing Director of the Company with effect from August 8, 2015 and
further re-appointed as Managing Director for a term of 5 years with effect from
March 01, 2021. He has an extremely rich experience in the steel industry. Mr.
Tejasvi Bhargava is responsible for the overall conduct and management of
business and affairs of the Company. This includes broad development of
business; providing strategic direction to the business units of the Company;
review of product portfolio and continual introduction of new products;
enhancement of manufacturing efficiencies and rationalization of costs. The
Company has registered an incredible growth under his leadership.

5) Comparative remuneration Profile with respect to Industry, size of the
Company, profile of the position and person

The remuneration is much below the prevailing remuneration in the industry of
similar size for similarly placed persons.

6) Pecuniary relationship directly or indirectly with the Company, or
relationship with the managerial personal, if any.

Apart from their remuneration in the capacity of Managing Director, Mr. Tejasvi
Bhargava, has also provided unsecured loan during the year to the Company @
9% p.a. But after the closure of financial year the laon has been repaid in full and
outstanding loan amount as on the date of signing of this report is -NIL. He also
holds 123600 shares in the Company.

III. OTHER INFORMA TION:

1) Reasons of loss or inadequate profits: The Company has been profitable since
its inception. However, it may have faced low profits at times due to following
reasons:

> Competition;

> Pressure on pricing;

> High Interest rates.

2) Steps taken or proposed to be taken for improvement

> To launch new products;

> Reduce break-even;

> Enhance performance ethics;

> Leadership and outsourcing;

> Specialization.

3) Expected increase in productivity and profit in measurable terms.

The above steps taken/proposed to be taken by the Company are expected to
increase the productivity and profits of the Company.

41. ACKNOWLEDGEMENT

The Board of Directors thanks and deeply acknowledge the co-operation, assistance and support
provided by all the stakeholders' viz., workers, shareholders, bankers, customers, dealers,
vendors, Government and Regulatory agencies.

For and on behalf of the Board of Directors
Quality Foils (India) Limited

(5( HISAR )£) l ——' ‘ \ ^

Date: August 10, 2024 \^\125005_y/^r/ Tejasvi Bhargava Kuldip Bhargava

Place: Hisar \0^Ss^>--Managing Director Chairman

DIN: 00011205 DIN: 00011103

R/o: Anand bhawan, R/o: Anand bhawan,

Hisar-125001 Hisar-125001