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QUALITY FOILS (INDIA) LTD.

27 November 2025 | 01:04

Industry >> Steel - CR/HR Strips

Select Another Company

ISIN No INE0O1M01015 BSE Code / NSE Code / Book Value (Rs.) 105.64 Face Value 10.00
Bookclosure 04/09/2024 52Week High 114 EPS 4.97 P/E 14.72
Market Cap. 20.88 Cr. 52Week Low 61 P/BV / Div Yield (%) 0.69 / 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 :2025-03 

Your directors have pleasure in presenting the 35th Annual Directors' Report on the business and
operations of your Company together with the audited Financial Statement for the financial year
ended March 31, 2025.

1. Financial Results

The Company’s financial performance for the year ended March 31,2025 is summarized below:

Particulars

For the Financial year
ended March 31,2025

For the Financial year
ended March 31, 2024

Total Revenue

15280.19

15538.30

Profit before depreciation and Taxation

I.ess: depreciation

173.46

157.26

Profit after depreciation

243.38

171.80

Less: Provision for Taxation

Current Year

29.75

44.51

Deferred Tax

62.65

(6.29)

Previous Year Tax

9.13

-

Net Profit/(Loss) for the period

141.85

133.58

Add: Profit brought forward

1877.71

1744.13

Less: Transfer to General Reserve

-

-

Profit available for appropriation

2019.56

1877.71

Dividend & Tax on dividend

-

-

Surplus carried to Balance Sheet

2019.56

1877.71

2. state of affair? 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, Mumbai 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 31,2025.

3. Company's Business Growth and prospects

The total income for the financial year 2024-25 has decreased to Rs. 15280.19 Lakhs, as against Rs.
15538.30 Lakhs in the financial year 2023-24, and the profit after tax has increased to Rs. 141.58
Lakhs in the financial year 2024-25, from Rs. 133.58 Lakhs in the financial year 2023-24.

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 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
31,2025.

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

lHtDS;//www.uualilvnn>un.m/wn-cotilent/unloads/2023/01/PI VI DEN D-DISTRIBUlTION-POLICV.pdf

5. Transfer toBcserycs

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 2024-25.

The Authorised Share Capital of the Company as at March 31, 2025 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 2024-25 shall be uploaded on the website of the Company

lHH?s://vvww.qualityurom3.in/uualityfoils/-

8. Materia! 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 2024-25, 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

to. Transfer to investor Education and Protection Fund (IEPF)

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

11. Particulars of loans, guarantees or investments bv 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 is forms a part of Annual Report.

13. Vigil Mechanism/Whistlc 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.uualitvgrouo.in/wP-content/uploadsy2023/05/Viiul-Mechamsm Puhcv.pdt

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 Board has constituted Risk Management Committee to frame, implement, monitor the Risk
Management Plan of the Company. Additionally, 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/2Q23/0l/RISK-ASSESSMENT-AND-
MANAGEMENT-POLICY.pdl

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 E,\change_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' ResponsibU to .Slatc-mcm

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, 2025, 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, 2025 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 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 wUhR.ciated Parties

All related party transactions entered into during financial year 2024-25 were on an arm's length basis
and in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,
2013 were not attracted.

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 2024-25, is provided in Annexure B to this report. The
disclosure of transactions with related parties for the financial year is given in to the Balance Sheet i.e.
as per Accounting Standard -18.

The Policy on materiality of related party transactions may be accessed on the Company’s website at
the link:

https://www.qualitygroup.mAvp-contem/upk)uds/2023/Ql/PQLlCY-UN-DEALlliG-Wrni-RELATED-

PARTY-TRANSACTIONS.pdf

18. Compliance with secretarial standards

During the year under review, your Company has complied with all applicable secretarial standards
issued by the Institute ot 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

The following were the appointment/resignation/change in designation that took place during the
Financial Year 2024-25 in your Company.

a) Mr. Mohan Lai (DIN: 10252864) was regularized as an Executive Director on the Board of the
Company with effect from September 04,2024.

b) Ms. Meenakshi, Company Secretary and Compliance Officer of the Company had resigned from
the said post with effect from June 29. 2024.

c) Ms. Amelia Nelson was appointed as Company Secretary and Compliance Officer with effect from
August 10, 2024

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 Lai

Executive Director

4.

Mr. Rajender Kedia

Independent Director

5.

Mr. Sumant Bhatnagar

Independent Director

6.

Ms. Uma

Independent Director

7.

Ms. Amelia Nelson

Company Secretary

8.

Mr. Birdhi Chand lain

Chief Executive officer

Further, after the closure of FT 2024-25, Mr. Tejasvi Bhargava (DIN: 00011205) was re-appointed as
the 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
ensuing ACM.

20. Code of Cpndiiyt for Pimtors and Senior Management Personnels

The Board of Directors has established a Code of Conduct applicable to its members 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 behaviour.

All Board members and senior management personnel have confirmed their compliance with the Code
of Conduct for the financial year 2024-25. The Code is also available on the website of the Company at

hupa,/Z^vyw,qualnygr{)UP.tn/vvp-coment/uploud!./20^./Ul/.CUDl;-0i;.CQND.LlCr-Ql- L»lR£CTQl^i-AND-
SEMiUR.-JlANAiiLKIAL-PHICi
ONNKL.pdi

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 httns://www.qualitvgroup.in/wn-
iimtent/uoloads/2023/01/C0DC-0F-C0NDUCT-T0-RECULATE-M0NIT0R-REP0RT-TKAD1NC-BY-
IMSmERSaU

22. Declaration by Independent Pi rectors

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 (l.ODR). 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 lie
accessed on your Company's website at the link:

httPS;//www.aujlitvgrouo.in/wp-comenl/uDloads/2023/Ul/FAMlLlARIZATIDN PROGRAMME-FOR-
INDEPENDENT-DIRF.CT
ORS.pdf

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

There is no appointment of the Independent Directors during the year FY 2024-25. 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:

lmt)s://www.mialUvurotiu.in/wn-content/uoloads/2Q23/Ql/PQUCY-ON-NOMINATION-AND-
REMUNERATION-COM
MITTKE.odf

25. Corporate Social Responsibility

In accordance with Section 135(5) of the Companies Act, 2013, and its subsequent rules, the Company
is mandated to allocate a minimum of 2% of its average net profits from the past three financial years
towards Corporate Social Responsibility (CSR) initiatives, as calculated under Section 198 of the

Companies Act, 2013 for the financial year 2024-25, however, the Company was not required to
earmark funds for CSR activities and to formulate the CSR Policies as per the stipulated criteria.

26. Committees of the Board

a) 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.

f /immteilinn Aiiiiil (' m m Ý ft an Ý

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 2024-25, 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
Attended the Meeting

No. of members entitled to
attend the meeting

1

May 22. 2024

2

3

2

August 10,2024

2

3

3

October 28,2024

3

3

4

February 04. 2025

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.

Comnosition of Stakeholders Relationshin Committee:

Name of the Director

Status

Nature of Directorship

Mr. Rajinder Kedia

Chairman

Independent Director

Mr Kuldip Bhargava

Member

Kxecutive Director

Mr. Tejasvi Bhargava

Member

Managing Director

During the financial year 2024-25, 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 Attended the
Meeting

No. of members entitled
to attend the meeting

1

February 04.2025

3

3

c) Nomination and Remuneration Committee f'N&RCl)

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. Kajinder Kedia

Chairman

Independent Director

Mr. Sumant Rhatnagar

Member

Independent Director

Ms. Uma

Member

Independent Director

During the financial year 2024-25, 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 Attended
the Meeting

No. of members entitled
to attend the meeting

1.

August 10, 2024

2

3

2.

October 28, 2024

3

3

d) Corporate Social Responsibility fCSR) 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 ot 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 2024-25 the board of directors held a total of 5 (Five) meetings. All the Five
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 Attended
the Board Meeting

No. of Directors entitled to
attend the board meeting

1.

May 22, 2024

5

6

2.

June 29, 2024

5

6

3.

August 10. 202.4

5

6

4.

October 28, 2024

6

6

5.

February 04, 2025

5

6

28. Meeting of shareholders of the Company

During the financial year ended March 31, 2025, only one (1) meeting of shareholders was held i.e. 34th
Annual General Meeting which was held on September 04,2024.

29. Auditors and Auditor's Report

a) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Kansal lain 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 39,h 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 2024-25, 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) is to be appointed
as the Secretarial Auditor in the ensuing ACM with the approval of Members of the Company 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 2024-25 forms part of the Annual Report
as
Annexure-C. 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) is the Internal Auditor for the financial year 2024-25.

The Internal audit report for financial year 2024-25 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, was
appointed as the Cost Auditor to conduct the Cost Audit of the Company for the financial year
2024-25. The remuneration to be paid to Cost Auditors as recommended and approved by the
Audit Committee and Board, and to be ratified in the 35,h Annual General Meeting of the Company.

30. CflSLfteCQ-rds

The Company has maintained all the cost records as specified by the Central Government as required
under sub-section (1) of section 148 of the Companies Act. 2013.

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 2024-25 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 D 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 are 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 E 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, 5,h Floor, Plot
No. C/l, 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

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.

38. Industrial Relations

Industrial relations continued to be cordial 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 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.

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, 2025 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.uualUvgroup.in/wp-conlent/uploads/2023/01/POLlCY-ON-PROTbCTION-OF-WQMEN-

FROM-SFXUAI.-HARASSFMENT.pdf

41. Details of Subsidiary, loint Venture or Associate Companies

As on March 31, 2025, Company doesn't have any Subsidiary & |oint 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. Ppiicv 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-NOMlNATIQN-AND-
REMUNERATION-COMM ri’TEE.odf

44. 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/undaimed suspense account of the
Company.

45. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year

46. 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.

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

Foils (India) Limited

Date: August 05,2025 ♦ ^Hdfdip Bhargava

Place: Hisar Chairman

DIN:00011103
R/o: Anand bhawan,

Hisar, Haryana-125001