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Company Information

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QUALITY FOILS (INDIA) LTD.

11 September 2026 | 03:31

Industry >> Steel - CR/HR Strips

Select Another Company

ISIN No INE0O1M01015 BSE Code / NSE Code / Book Value (Rs.) 110.80 Face Value 10.00
Bookclosure 04/09/2024 52Week High 77 EPS 5.15 P/E 12.23
Market Cap. 17.98 Cr. 52Week Low 38 P/BV / Div Yield (%) 0.57 / 0.00 Market Lot 1,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your directors have pleasure in presenting the 36th Annual Directors' Report on the business and operations of
your Company together with the audited Financial Statement for the financial year ended March 31, 2026.

1. Financial Results

The Company's financial performance for the year ended March 31, 2026 is summarized below:

Particulars

For the Financial year
ended March 31, 2026

For the Financial year
ended March 31, 2025

Total Revenue

18477.17

15280.19

Profit before depreciation and Taxation

488.57

416.84

Less: depreciation

283.24

173.46

Profit after depreciation

205.33

243.38

Less: Provision for Taxation

Current Year

34.27

29.75

Deferred Tax

23.99

62.65

Previous Year Tax

-

9.13

Net Profit/(Loss) for the period

147.07

141.85

Add: Profit brought forward

2019.56

1877.71

Less: Transfer to General Reserve

-

-

Profit available for appropriation

2166.63

2019.56

Dividend & Tax on dividend

-

-

Surplus carried to Balance Sheet

2166.63

2019.56

2. State of affairs and highlights

The Company has been engaged in the business of manufacturing of Cold Rolled Stainless Steel Precision Strips
and Coils and SS Flexible Hoses, situated in the hub of the 'Stainless Steel City' Hisar (Haryana) with marketing
offices in Delhi and further representations in Europe, provides an added advantage of abundant raw material
supply.

There has been no change in the nature of business of the Company during the financial year ended March 31,
2026.

3. Company's Business Growth and prospects

The total income for the financial year 2025-26 has increased to Rs. 18477.17 Lakh, as against Rs. 15280.19
Lakh in the financial year 2024-25, and the profit after tax has increased to Rs. 147.07 Lakh in the financial year
2025-26, from Rs. 141.85 Lakh in the financial year 2024-25.

4. Dividend

In terms of the Dividend Distribution Policy of the Company and as per SEBI (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. 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, 2026.

The Dividend Distribution Policy is available on Company's website at the following link:
https://www.qualitygroup.in/wp-content/uploads/2023/01/DIVIDEND-DISTRIBUITION-POLICY.pdf

5. Transfer to Reserves

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

6. Share Capital

There has been no change in the share capital of your Company during the Financial Year 2025-26.

The Authorised Share Capital of the Company as at March 31, 2026 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).

7. Annual Return

The Annual Return for the Financial year 2025-26 shall be uploaded on the website of the Company
https://www.qualitygroup.in/qualityfoils/.

8. Material Changes and Commitments

There have been no material changes or commitments occurred between the end of the financial year to which
the financial statements relate and the date of this report that affect the financial position of the Company.

9. Deposits

During the FY 2025-26, your Company has not accepted any deposits from the public falling under Section 73
and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and as such no amount of
principal or interest was outstanding as on the date of the Balance Sheet

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: Nil

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: -
Since the Company has not accepted

any deposits during the Financial Year, therefore this clause shall not be applicable on the
Company.

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

10. 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.

11. Particulars of loans, guarantees or investments by the Company under Section 186 of the
Companies Act, 2013

The particulars of loans, guarantees or investments by your Company under Section 186 of the Companies Act,
2013 are stated in Notes to Accounts of the financial statements, forming part of the Annual Report.

12. Internal Financial Control

The company has policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, in place to cope with 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.

Details regarding the internal financial control and its effectiveness are provided in the Management Discussion
and Analysis section, which forms part of Annual Report.

13. Vigil Mechanism/Whistle Blower Policy

During the period, the Company has complied with the provisions of Section 177(9) and (10) of the Companies
Act, 2013. The Company has established a Vigil Mechanism / Whistle Blower Policy to provide a secure
environment and mechanism for directors and employees to report genuine concerns about unethical behavior,
actual or suspected fraud, or violation of the Company's Code of Conduct.

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.qualitygroup.in/wp-content/uploads/2023/05/Vigil-Mechanism-Policy.pdf

14. Risk Management

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,
financial, human, environment and statutory compliance.

The Company has also devised a Risk Management Policy for identification of elements of risks and procedures
for reporting the same to the Board which may be accessed on the Company's website at the link:

https://www.qualitvgroup.in/wp-content/uploads/2023/01/RISK-ASSESSMENT-AND-MANAGEMENT-POLICY.pdf

Details regarding the risk management policy are provided in the Management Discussion and Analysis section,
which is forms a part of Annual Report.

15. 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.

16. Directors' Responsibility Statement

In accordance with Section 134(3)(c) read with 134(5) of Companies Act, 2013, the Directors would like to
inform the Members that the Audited Accounts for the financial year ended March 31, 2026, are in full
conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the
Statutory Auditors, (M/s Kansal Jain & Associates having FRN: 023083N). The Directors further confirm that:

1) In the preparation of the annual financial statements for the year ended March 31, 2026 the applicable
accounting standards (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
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;

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.

17. Particulars of contracts or arrangement with Related Parties

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has
formulated a Policy on Related Party Transactions. The Company has amended the policy on 27th May, 2026 to
incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on
the Company's website at
https://www.qualitygroup.in/wp-

content/uploads/2026/05/Policy on dealing with Related Party Transactions.pdf

During the year under review, all related party transactions entered into by the Company, were approved by
the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is
obtained for related party transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm's length basis. During the year, the Company has not entered into any
contract/arrangement/transaction with related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies
Act, 2013 in Form AOC-2 is not applicable to the Company for F.Y. 2025-26 and hence does not form part of this
report. Details of related party transactions entered into by the Company, in terms of Accounting Standard have
been disclosed in the notes to the standalone financial statements forming part of the Annual Report.

18. Compliance with secretarial standards

During the year under review, your Company has complied with all applicable secretarial standards issued by
the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section
118(10) of the Companies Act, 2013.

19. Directors and Key Managerial Personnels (KMP)Board Diversity

Your Company recognises that diversity at the Board level is an important element of effective corporate
governance and sustainable business growth. A diverse Board brings together a wide range of perspectives,
skills, experience, knowledge, and backgrounds, thereby enhancing the quality of deliberations and decision¬
making.

The Company believes that an appropriate balance of diversity in terms of expertise, industry experience,
professional background, gender, age, and other relevant attributes strengthens the Board's effectiveness and
contributes to the long-term success of the Company. Such diversity fosters innovation, promotes independent
judgment, improves governance standards, and enables the Board to effectively discharge its responsibilities
while safeguarding the interests of all stakeholders.

The Board remains committed to maintaining an appropriate mix of skills, experience, and diversity to support
the Company's strategic objectives and sustainable growth.

Directors and KMPs:

The following were the appointment/resignation/change in designation that took place during the Financial
Year 2025-26 in your Company.

a) Ms. Amelia Nelson, Company Secretary and Compliance Officer of the Company had resigned from the

said post with effect from September 04, 2025.

b) Mr. Vikas was appointed as Company Secretary and Compliance Officer with effect from October 29,
2025.

c) Mr. Tejasvi Bhargava (DIN: 00011205), was re-appointed as Managing Director on the Board of the
Company with effect from March 01, 2026 for a term of five years starting from March 01, 2026 and the
same has been approved by the Shareholders in the AGM held on September 04, 2025.

The structure of the Board is as follow:

S. No.

Name of the Person

Designation

1.

Mr. Kuldip Bhargava

Chairman and Executive Director

2.

Mr. Tejasvi Bhargava

Managing Director

3.

Mr. Mohan Lal

Executive Director

4.

Mr. Rajender Kedia

Independent Director

5.

Mr. Sumant Bhatnagar

Independent Director

6.

Ms. Uma

Independent Director

7.

Mr. Birdhi Chand Jain

Chief Financial Officer

8.

Mr. Vikas

Company Secretary

Retirement by rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the
Company, Mr. Mohan Lal (DIN: 10252864), Director of the Company, is retiring by rotation at the ensuing AGM
of the Company and is eligible for re-appointment. Your Board recommends the re-appointment of Mr. Mohan
Lal, as Director of the Company. The particulars in respect of Mr. Mohan Lal, as required under Regulation 36(3)
of Listing Regulations and Secretarial Standard -2, are mentioned in the Notice of AGM.

20. Code of Conduct for Directors and Senior Management Personnels

The Board of Directors has established a Code of Conduct applicable to its Directors and senior management
personnel. This Code serves as a framework for ethical business practices, equitable treatment, and the
prohibition of actions such as bribery, corruption, and anti-competitive behavior.

All Board members and senior management personnel have confirmed their compliance with the Code of
Conduct for the financial year 2025-26. The Code is also available on the website of the Company at

https://www.qualitvgroup.in/wp-content/uploads/2023/Q1/CODE-OF-CONDUCT-OF-DIRECTORS-AND-

SENIOR-MANAGERIAL-PERSONNEL.pdf

21. Code on Prohibition of Insider Trading

In accordance with SEBI Insider Trading Regulations, the Company has established a “Code of Conduct to
Regulate, Monitor, and Report Trading by Designated Persons” (“Code on prohibition of Insider Trading”).
Such measures aim to prevent insider trading activities and ensure ethical management of sensitive
information.

The Code on prohibition of Insider Trading is reviewed and amended suitably from time to time, to incorporate

the amendments carried out by SEBI. The Code outlines the duties and responsibilities of Designated Persons
(DPs), including the maintenance of a Structured Digital Database (SDD). This database serves as a crucial tool
for preventing insider trading and managing Unpublished Price Sensitive Information (UPSI).

To enhance employee awareness and compliance, the Company periodically circulates informative emails and
conducts periodic quiz on the Prevention of Insider Trading, outlining Do's and Don'ts and familiarizing
employees with key aspects of the Code. During the year under review, the Audit Committee evaluated the
adequacy and effectiveness of the internal control systems related to the SEBI Insider Trading Regulations. It
reviewed cases of non-compliance, if any, and recommended actions to the Board in line with the penalty
framework.

Any non-compliances are promptly reported to the Stock Exchanges in the prescribed format, and penalties, if
applicable, are directly deposited by the Designated Person into SEBI's Investor Protection and Education Fund.
The Code is available on the website of the Company
https://www.qualitygroup.in/wp-
content/uploads/2023/Q1/CODE-OF-CONDUCT-TO-REGULATE-MONITOR-REPORT-TRADING-BY-
INSIDERS.pdf

22. Declaration by Independent Directors

All the Independent Directors of the Company had given the declaration under Section 149(7) of the Companies
Act, 2013 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.qualitvgroup.in/wp-content/uploads/2023/01/FAMILIARIZATION-PROGRAMME-FOR-

INDEPENDENT-DIRECTORS.pdf

23. Statement regarding opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the year.

There is no appointment of the Independent Directors during the year FY 2025-26. Hence, this clause shall not
be applicable on the Company.

24. 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-NOMINATION-AND-

REMUNERATION-COMMITTEE.pdf

25. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to the Company during the financial year under review, as
the Company does not satisfy any of the criteria prescribed under Section 135(1) of the Act. Accordingly, the
Company was not required to constitute a Corporate Social Responsibility Committee or formulate a Corporate
Social Responsibility Policy.

26. Committees of the Boarda) 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.

Composition of Audit Committee:

Name of the Director

Status

Nature of Directorship

Mr. Rajinder Kedia

Chairman

Independent Director

Mr. Sumant Bhatnagar

Member

Independent Director

Mr. Tejasvi Bhargava

Member

Managing Director

During the financial year 2025-26, 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:

S. No.

Date of meeting

No. of members
entitled to attend the
meeting

No. of members
Attended the Meeting

1

May 15, 2025

3

3

2

August 05, 2025

3

2

3

October 29, 2025

3

2

4

January 29, 2026

3

3

b) Stakeholders Relationship Committee (“SRC")

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.

Composition of Stakeholders Relationship Committee:

Name of the Director

Status

Nature of Directorship

Mr. Rajinder Kedia

Chairman

Independent Director

Mr. Kuldip Bhargava

Member

Executive Director

Mr. Tejasvi Bhargava

Member

Managing Director

During the financial year 2025-26, 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:

S. No.

Date of meeting

No. of members
entitled to attend the
meeting

No. of members attended
the meeting

1

January 29, 2026

3

3

c) Nomination and Remuneration Committee (“N&RC")

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(4) of the Companies Act 2013.

Composition of Nomination and Remuneration Committee

Name of the Director

Status

Nature of Directorship

Mr. Rajinder Kedia

Chairman

Independent Director

Mr. Sumant Bhatnagar

Member

Independent Director

Ms. Uma

Member

Independent Director

During the financial year 2025-26, the NRC held 2 (Two) meetings which were held physically at the
Registered Office of the Company. The respective dates of the NRC Meetings and Number of members who
attended the meeting during the mentioned period are as follows:

S. No.

Date of meeting

No. of members entitled to
attend the meeting

No. of members Attended
the Meeting

1.

August 05, 2025

3

2

2.

October 29, 2025

3

2

d) Corporate Social Responsibility (CSR) 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.

27. Meetings of Board of the Directors

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 2025-26 the board of directors held a total of 6 (Six) meetings. All the Six 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:

S. No.

Date of Board
Meeting

No. of Directors entitled
to attend the board
meeting

No. of Directors Attended
the Board Meeting

1.

May 15, 2025

6

6

2.

July 02, 2025

6

4

3.

August 5, 2025

6

5

4.

September 03, 2025

6

3

5.

October 29, 2025

6

5

6.

January 29, 2026

6

6

28. Meeting of shareholders of the Company

During the financial year ended March 31, 2026, only one (1) meeting of shareholders was held i.e. 35th Annual
General Meeting which was held on September 04, 2025.

29. Auditors and Auditor's Reporta) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Kansal Jain and Associates
(FRN: 023083N) were appointed as Statutory Auditors of the Company for the five consecutive years, to
hold office from the conclusion of the 34th Annual General Meeting held on September 04, 2024 until the
conclusion of 39th Annual General Meeting of the Company to be held for the financial year 2029-30, on
such remuneration as may be decided. Vide notification dated May 7, 2018 issued by the Ministry of
Corporate Affairs, the requirement of annual ratification has been omitted.

Further, the Auditors' Report “with an unmodified opinion”, on the financial statements of the Company
for financial year 2025-26, forms part of this Annual Report. There was no observation, qualification,
reservation or adverse remark in the Auditor's Report. The Notes on Financial Statements referred to in
the Auditors' report are self-explanatory and therefore do not require any further comments.

b) Secretarial Auditor

M/s. Rajesh Garg & Co., Practicing Company Secretaries, Hisar (FCS No. 5960) were appointed as the
Secretarial Auditors of the Company in the AGM held on 04th September, 2025 with the approval of
Members of the Company in the AGM held on 04th September, 2025 for a consecutive period of five years
starting from April 01, 2025 on such remuneration as may be decided, to conduct the Secretarial Audit of
the Company.

The Secretarial Audit Report (MR-3) for financial year 2025-26 forms part of the Annual Report as
Annexure-B. The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014 and on the
basis of the recommendations of the Audit Committee, Mr. Kapil Mittal, Chartered Accountant (Mem. No.
542972) was appointed as Internal Auditor for the financial year 2025-26.

The Internal audit report for financial year 2025-26 does not contain any qualification, reservation or
adverse remark.

d) Cost Auditors

M/s N. R. Goyal & Company, Cost Accountants, Delhi having Firm Registration No. 101252, were appointed
as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year
2026-27, subject to ratification of their remuneration by the Shareholders of the Company in the 36th
AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration for
the financial year 2026-27 of M/s N. R. Goyal & Company, Cost Auditors, is included in the Notice
convening the 36th AGM of the Company.

30. Cost Records

In terms of sub-section (1) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and
Audit) Rules, 2014, as amended from time to time, the Company is required to maintain the cost records.
Accordingly, such accounts and records have been maintained by the Company.

31. Reporting of Frauds by Auditors

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section
143(12) of the Companies Act, 2013.

32. Particulars of Employees and related disclosures

The ratio of the remuneration of each director to the median remuneration of the employees of the company for
the financial year 2025-26 who is covered under provisions of Section 197(12) of the Companies Act, 2013 read
with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in Annexure C to this Report.

33. Corporate Governance

In terms of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Compliances with the provisions of Corporate Governance as specified in Regulations 17 to 27 and
Clause (b) to (i) and (t) of Regulation 46(2) and para C, D and E of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, are not applicable to your company as it is listed on the SME
Exchange. Accordingly, a separate report on Corporate Governance and the certificate from the Auditors is not
required to be annexed.

34. Management's Discussion and analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)

and (3) read with the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is presented in a separate section forms part of the Annual Report as
Annexure D to the Board's report.

35. Stock Exchange where the securities are listed

SME Exchange of National Stock Exchange of India Ltd., (“NSE Emerge”) Exchange Plaza, 5th Floor, Plot No. C/1,
G-Block, Bandra-Kurla complex, Bandra (E), Mumbai - 400051.

36. Compliance of guidelines of SEBI/Stock Exchange

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

37. Statement of Deviation or Variation

The Company has not raised any funds through public issue, rights issue, preferential issue, qualified
institutions placement or any other mode specified under Regulation 32 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 during the financial year under review. Accordingly, the disclosure
requirements pursuant to Regulation 32 of the said Regulations are not applicable to the Company.

38. Industrial Relations

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

39. Business Responsibility and Sustainability Report

The Business Responsibility Sustainability Report (“BRSR”) as per 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 and Sustainability Report.

40. 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.

During the year under review, the Company conducted the following awareness programme for its employees
under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"):

S.No.

Date

Programme

No. of Employees Covered

1

November 17, 2025

POSH Awareness session

199

Further, in terms of the provisions of the Rule 8(5)(x) of Companies (Accounts) Rules, 2014 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the details in relation to the POSH Act, for the
financial year ended on March 31, 2026 are as under:

a) Number of complaints pertaining to sexual harassment received 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 for more than Ninety days: 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/POLICY-ON-PROTECTION-OF-WOMEN-FROM-

SEXUAL-HARASSEMENT.pdf

41. Details of Subsidiary, loint Venture or Associate Companies

As on March 31, 2026, Company doesn't have any Subsidiary, Joint Venture and Associate Companies at the end
of the year.

42. Credit Rating

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

43. 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/POLICY-ON-NOMINATION-AND-

REMUNERATION-COMMITTEE.pdf

44. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
remains committed to providing all statutory maternity benefits to eligible women employees in accordance
with the applicable laws.

45. Health, Safety and environment:

The company considers safety, environment and health as the management responsibility and therefore being
constantly aware of its obligation towards maintaining and improving the environment across various spheres
of its business activities.

46. 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:

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

b) There was no Buy Back of its Securities by the Company from the Shareholders.

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

d) No application has been made or any proceeding is pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

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

f) Company does not have any subsidiary.

g) 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.

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

47. 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

Sd/-

Date: 10th August, 2026 Kuldip Bhargava

Place: Hisar Chairman

DIN: 00011103
R/ o: Anand bhawan,

Hisar, Haryana-125001