డైరెక్టర్ల నివేదిక Quality Foils (India) Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 35^th 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.L^lCr-Ql- L»lR£CTQl^i-AND-
SEMiUR.-JlANAiiLKIAL-PHICiONNKL.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.CTORS.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 ¦ ft an ¦

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. 34^th
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

---

Mar 31, 2024

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)

PARTICULERS	For the Financial	For the Financial
	year ended March	year ended March
	31,2024	31,2023
Sales/Others receipts	15538.30	18694.45
Profit before depreciation and Taxation	329.06	535.39
Less: depreciation	157.26	152.60
Profit after depreciation	171.80	382.79
Less: Provision for Taxation
Income Tax on extraordinary items	-	35.43
Current Year	44.51	63.48
Deferred Tax	(6.29)	(34.97)
Previous Year Tax	-	(0.02)
Profit after Taxation	133.58	318.87
Add: Profit brought forward	1744.13	1495.26
Less: Transfer to General Reserve	-	70.00
Profit available for appropriation	1877.71	1744.13
Dividend & Tax on dividend	-	-
Surplus carried to Balance Sheet	1877.71	1744.13

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:

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 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:

S. No. . . .	Date of Audit Committee meeting	No. of Attended Meeting	members the	No. of members entitled to attend the board meeting
1	April 28, 2023	3		3
2	May 23, 2023	3		3
3	November 04, 2023	2		3
4	February 27, 2024	2		3

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

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 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:

S. No.	Date of	No. of	members	No. of members
	Stakeholders	Attended	the	entitled to attend
	¦ Relationship	Meeting		the board meeting
	Committee meeting			¦
1	February 27, 2024	3		3

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

Name of the Director	?¦	Vi	Status mm ¦ kM Sir .	Nature of Directorship
Mr. Rajinder Kedia			Chairman	Independent Director
Mr. Sumant Bhatnagar			Member	Independent Director
Ms. Uma			Member	Independent Director

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:

S. No.	Date of Board	No. of	Directors	No. of Directors	entitled
	Meeting	Attended	the	to attend the	board
	•1 s	Meeting	. .	meeting
1	April 10, 2023	6		6
2	May 05, 2023	4		6
3	May 23, 2023	6		6
4	June 20, 2023	4		6
5	July 05, 2023	4		6
6	September 12, 2023	3		5
7	November 04, 2023	5		6
8	January 16, 2024	4		6
9	February 07, 2024	4		6

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)

Particulars	2023-24	2022-23	2021-22
Total Income	15538.30	18694.45	18,030.64
Profit before depreciation and tax	329.06	535.39	369.98
Depreciation	157.26	152.60	148.33
Profit before tax	171.80	382.79	221.65
Tax Expense	38.22	63.92	63.65
Profit after tax	133.58	318.87	158
Equity capital (face value Rs. 10)	285.40	285.40	140
Earnings per share (Rs.) (face value Rs. 10/-)	4.68	11.18	11.29

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

Mr. Tejasvi Bhargava

Aged about 45 years, is a Graduate from New Delhi with an MBA from TUV London and management courses from IIM Ahmadabad, he has extensive and diverse experience in business and the steel industry.

2) Past Remuneration (Rs. In lakhs)

Financial Year	Mr. Tejasvi
	Bhargava
2023-24	49.42
2022-23	48.62
2021-22	48.22

2020-21	38.22
2019-20	36.22

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