To,

The Members,

Your Directors ('Board') take pleasure in presenting the 6th (sixth) Annual Report on the business and operations of Qualitek Labs Limited ('Qualitek' or 'the Company' or 'your Company') along with the Audited Financial Statements for the financial year ended March 31, 2024 ('year under review' or 'year' or 'FY 2023-24').

In compliance with the applicable provisions of the Companies Act, 2013, ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), this Annual Report containing, inter alia, Standalone Audited Financial Statements, Notice of Annual General Meeting ('AGM'), Directors' Report, Auditors' Report and other important information is circulated to Members and others entitled there to.

FINANCIAL RESULTS

The financial statements of the Company for the FY 2023-24, have been prepared in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended and other accounting principles generally accepted in India and relevant provisions of the Act. The financial highlights of the Company for the financial year ended March 31, 2024 are as follows:

PERFORMANCE REVIEW:

The highlights of the Company's performance are as under:-

1. Revenue from operations was increased to Rs. 2918.38 Lakhs during the cur rent year as compared to Rs.1913.66 Lakhs in previous year i.e. increased by approximately 52.50%.

2. Net Profit after tax for the current year increased substantially to Rs. 430.73Lakhs as compared to Rs. 294.43 Lakhs in previous year i.e. increased by approximately 46.29%

3 Earnings per share increased to Rs. 7.46 per share as compared to Rs. 5.44 per share during the previous year

The Company is making ail out efforts for presenting better & better results. The Company is also redefining its marketing strategies so as to capture increased market share. Looking to the volatile market conditions, the Company management needs to be much alert all the times to have better business prospects and profitability

MARKET PRICE DATA

Our Company got listed on BSE SME platform on January 29, 2024 with BSE SME Symbol - QLL, and ISIN: INE0Q1R01012. The following table shows High, Low (monthly) and number of equity shares traded for the months from March, 2024 to June, 2024 on BSE SME*.

GOALS & ACHIEVEMENTS

We take pride in sharing our progress, as each accomplishment signifies a step forward in our ongoing journey to create lasting impact. Guided by our commitment to sustainability and positive societal impact, following are the highlights of our goals, the initiatives we have implemented, and the tangible impact we have made in our communities and beyond.

1. The Company is in the process of setting goals to increase women employees in the workforce.

2. Qualitek abides by the Indian labour code to provide fair wages for employees and contractual workers. Qualitek has a zero-tolerance policy against discrimination based on gender, religion, caste, or class and is dedicated to advancing the diversity of the workforce and upholding the culture of an inclusive workplace.

3. The Company prohibits child labour, and forced labour, including involuntary labour. There have been zero cases in the Company pertaining to child labour, forced labour, including involuntary labour.

4. The Company believes that all accidents and injuries are unacceptable, and they strive to eliminate all such occurrences. Additionally, we conduct annual health and safety training sessions for our employees. These training programs cover various aspects, including safe material handling. Furthermore, we prioritize cleanliness and hygiene in our workplaces. We ensure clean water availability and emphasise cleanliness to enhance hygiene standards. By incorporating these practices, we aim to create a safe and healthy working environment for everyone involved in our operations.

5. Customer-Centric Approach: Customer satisfaction is Qualitek's top priority. The Company understands their needs, listens to their feedback, provides excellent customer service, and promptly addresses any concerns or complaints through its customer grievance mechanism in place.

ANNUAL REPORT

Annual Report including the Notice of 6th Annual General Meeting (agm) is being sent in electronic mode to members whose e-mail address were available with its Registrar and Transfer Agent (rta) or Depositories Participants (DP's).

The members are again requested to register their e-mail address with Company or RTA for receiving e-copies of Annual Report, Notice to the AGM and other shareholder's communication.

CHANGE IN BUSINESS OF THE COMPANY

There is no change in the Business of the Company during the period under review

i.e. financial Year 2023-24.

SHARE CAPITAL

Initial Public Offer and Listing of Shares:

The Company has successfully come up with an Initial Public Offer (iPO) of 19,64,400 Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 100/- each, aggregating to Rs 1,964.40 lakhs. Issue of company opened on January 18, 2024 and closed on January 23, 2024 and equity shares of the company got listed on BSE SME platform on January 29, 2024.

1964400 Equity Shares of Face value Rs. 10/- per share were allotted at Rs. 100/- per share (including a premium of Rs. 90 /- per share) on 24 th January 2024 pursuant to the said IPO.

Authorised Share Capital:

During the FY 2023-24, there is no change in the Authorised Share Capital of the Company. As on March 31, 2024, the Authorised Share Capital of the Company is ? 10,00,00,000 (Ten Crores) consisting of 100,00,000 Equity Shares of ?10 each.

Issued and Paid-Up Share Capital

During the FY 2023-24, the Company has come with the IPO in January and issued 1964400 equity shares. The Issued and Paid-up Share Capital of the Company has been increased from 5407500 to 7371900 equity shares of Rs. 10 each.

UTILIZATION OF IPO FUND

Note - 1: The Company has incurred the amount in funding capital expenditure towards installation of Plant & Machinery as per approved object in prospectus. However, due to change in technology and market requirements machinery with higher configuration were purchased instead of those which were mentioned in prospectus.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties under Section 188 of the Companies Act, 2013 during the year under review are given in Form AOC-2 attached with this Directors' Report as "Annexure - 1".

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board.

DIVIDEND AND APPROPRIATION

The Board of Directors of your Company with a view of ploughing back of profit do not recommend any Dividend for the year ended on March 31, 2024.

AMOUNT TO BE CARRIED TO RESERVES

The Board has recommended transfer of Rs. 430.73 lakhs to General Reserves from the profits during the year under review.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the Annual Report referred to in Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the extract of Annual Return in MGT -9 as Annexure - 2 and also available on company website www.qualiteklab.com

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Material changes and commitments affecting the financial position of the Company occurred between the end of the Previous financial year and the date of this report are as under:

• The Company was converted into Public Limited Company and name of the company was changed from "Qualitek Labs Private Limited to "Qualitek Labs Limited" vide fresh certificate of incorporation dated April 26, 2023 issued by the Registrar of Companies, Delhi.

• The Company has successfully come up with an Initial Public Offer (iPO) of 19,64,400 Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 100/- each, aggregating to Rs 1,964.40 lakhs

• The shares of the Company pursuant to IPO listed on BSE SME platform on January 29, 2024.

REGISTRAR AND SHARE TRANSFER AGENT

Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent (RTA) of the Company.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any joint venture or subsidiary entities. However, it has a holding Company "TIC Services Private Limited". The annual accounts of Holding Company are available for inspection by the Members at the Corporate office of the Company.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors and Committees

The Company has eminent individuals from diverse fields as Directors on its Board, representing a judicious mix of skills, integrity, professionalism, knowledge, competence and experience.

A brief profile of each Director(s) is also available on website of the Company at www.qualiteklab.com

Board & Key Managerial Personnel

During the FY 2023-24, no changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company.

As on March 31, 2024, the Board constitutes of the following Directors:

Retirement by Rotation

Pursuant to the Section 152(6) of the Act, Mr. Alok Kumar Agrawal (DIN 02713687), who will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Alok Kumar Agrawal. The brief profile accompanying terms and conditions including remuneration and information as required to be disclosed under Regulation 36(3) of the Listing Regulations and Secretarial Standard are provided in the Notice convening the AGM.

Declaration of Independence by Directors and statement on compliance of Code of Conduct

The Independent Directors of the Company have submitted a declaration meeting the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (lodr) Regulations, 2015. The above Declaration has been taken on record. Further, All the Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act.

Relationship between Directors

None of the Directors are inter-se related to each other as defined under the Act and Listing Regulations.

Key Managerial Personnel (kmp)

Mr. Navneet Gupta, Chief Financial Officer and Ms. Ashima Bhatnagar, Company Secretary and Compliance Officer continued as KMPs during the financial year under review.

SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS

In compliance with the provisions of the Act and the Listing Regulations, a separate meeting of independent Directors of the Company was held to discuss the following:

a) To review the performance of Non-Independent Directors, the various Committees of the Board and the Board as a whole;

b) To review the performance of the Chairperson of the Company;

c) To assess the quality, quantity and timeliness of flow of information between the Company & Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance Evaluation is based on their contribution to Company's objectives and plans, efficient discharge of their responsibilities, participation in Board / Committee meetings and other relevant parameters. The performance evaluation of all the Independent Directors was conducted by the entire Board, excluding the Director being evaluated.

The Independent Directors expressed their overall satisfaction towards the performance of other Directors and also expressed their satisfaction over the quality, quantity and timeliness of flow of information between the Company

&. Management and the Board, which includes its Committees and performance of Chairperson of the Company.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

Familiarization programme for Independent Directors

The Company familiarizes its Independent Directors with their roles, rights, responsibilities, liabilities, nature of the industry in which the Company operates, business model of the Company, risks and opportunities, through various presentations and programmes. The Board members including Independent Directors are also updated, from time to time with any significant changes in the ongoing events and development relating to the Company.

MEETINGS OF BOARD AND SHAREHOLDER'S

The Board meets at regular intervals to review strategic, operational and financial performance of the Company, apart from other agenda items. In case of business exigencies or urgent matters, resolutions are passed by circulations, as permitted by law, which are confirmed in the next Board / Committee meeting.

There were 11 (eleven) Board Meetings held during the Financial Year 2023-24 viz.

The intervening period between any two consecutive Board meetings was within the maximum time gap prescribed under the Act, Listing Regulations and the Secretarial Standard.

COMMITTEES OF THE BOARD

The Company has constituted various Committees as stipulated under the Act and Listing Regulations with well-defined roles and accountabilities to deal with specific areas of concerns. The Board Committees are governed by itsterms of reference which exhibit the scope, composition, functioning and reporting parameters. The details on the constitution, composition, brief terms of reference, meetings held and attendance of all the Board-level Committees are mentioned below:

(a) Audit Committee

The Audit Committee comprises of three members, out of which one is Non-Executive and two are Independent Directors, including the Chairman. The composition of the Committee is as follows:

The Company Secretary & Compliance Officer of our Company acts as the Secretary to the Audit Committee.

Brief description of terms of reference:

• Review of the financial reporting process and the Company's financial statements.

• Recommendation for appointment, remuneration and terms of appointment of Auditors.

• Review of the adequacy of internal control systems.

• The detailed terms of reference of Audit Committee covers the areas mentioned under Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

(b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board in identifying persons who are qualified to become Directors of our Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The detailed terms of reference of the Committee cover the areas mentioned under SEBI (lodr) Regulations, 2015 as well as Section 178 of the Companies Act, 2013. The composition of the Committee is as follows:

The Company Secretary & Compliance Officer of our Company acts as the Secretary to the Nomination and Remuneration Committee.

Performance Evaluation

The Board carries out an Annual Performance Evaluation of its own performance, of its Directors individually and that of its Committees in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The evaluation was carried out on the basis of questionnaire prepared in alignment to the Act, Listing Regulations and the SEBI Circular, which provides further clarity on the process of Board Evaluation ('SEBI Guidance Note'). Separate evaluation questionnaire for each category of evaluation viz. the Board, Committees of the Board and have been prepared with separate sets of questions (questionnaire) for each of the evaiuation(s).

The results of above performance evaluation was presented to the Nomination and Remuneration Committee and the Board of Directors. The Nomination and Remuneration Committee and Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board as a whole including Chairperson and its Committees.

(c ) Stakeholder Relationship Committee

The Stakeholders' Relationship Committee is responsible for managing investor grievances, and is assisted by the registrar and share transfer agent of the Company. The terms of reference of this Committee are wide enough covering the matters specified under the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. The Stakeholder Relationship Committee comprises of three members and Chairman of the Committee is an Non- Executive Director. The composition of the Committee is as follows:

The Company Secretary & Compliance Officer of our Company acts as the Secretary to the Stakeholder Relationship Committee..

We had no pending complaints at the beginning of the year and received 01 (one) new complaint during the year. At the end of the reporting period, the complaint was addressed.

In compliance with the SEBI (LODR) Regulations, 2015, the Company has designated an e-mail Id of the Compliance Officer to look after investor grievances and resolve them in a speedy manner,

Compliance Officer

Name : Ms. Ashima Bhatnagar

Designation : Company Secretary & Compliance Officer E-mail Id :

company.secretary(a)qualiteklab.com

(d) Corporate Social Responsibility Committee

In accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (csr) Committee.

The composition of the Committee is as follows :

The Company Secretary 8 Compliance Officer of our Company acts as the Secretary to the Corporate Social Responsibility Committee.

INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor and report trading in Company's securities by persons having access to unpublished price sensitive information of the Company. The Company Secretary is the Compliance Officer for the purpose of this code.

CORPORATE SOCIAL RESPONSIBILITY

Qualitek is committed to build a sustainable business with strong social relevance and a commitment to inclusive growth and contribute to the society by supporting causes on various concerns including road safety, healthcare, environmental sustainability, promoting education, promoting sports and other rural development activities.

In pursuance of our vision that Qualitek desires to be a 'Company which society wants to exist', we are dedicated towards fulfilling the social objectives through various CSR activities. The Company shall make its endeavour to positively impact and influence the Society for its sustainable development.

AUDITORS / \

Statutory Auditors and their Report

M/s J. Madan 8 Associates (Firm Registration No. 025913N), Statutory Auditors of the Company, were appointed on 27th December 2022 to hold office until the conclusion of AGM in year 2028.

The Statutory Auditors have confirmed their eligibility and submitted their certificate of non- disqualification to hold office of Statutory Auditors of the Company.

The Auditors have issued their report on the financial statements for the financial year ended 31 March 2024, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

The Auditors' Report is enclosed with the financial statements in this Annual Report. The Auditors have not reported any matter under Section 143(l2) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Internal Auditor:

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditor. Accordingly, M/s SAPR & Co., Chartered Accountants were appointed as Internal Auditors to conduct internal audit for the financial year ended 31st March, 2024 as per agreed scope of works pursuant to the provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Details in respect of frauds reported by Auditors

During the year under review, no instances of fraud committed against the Company by its officers or employees, were reported by the Statutory Auditors and Secretarial Auditors under Section 143(l2) of the Act to the Audit Committee or the Board of Directors of the Company.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(l) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Board has appointed Mr. Naval Thakur & Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Auditors have submitted their report as provided under Annexure- 3 to this Board's Report, confirming compliance by the Company of all the provisions of applicable laws.

The Secretarial Audit Report does not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has, in all material respects, an adequate internal financial controls system over financial reporting such internal financial controls over financial reporting were operating effectively as at March 31,2024.

Further, the Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Management of the Company and internal auditor checks and verifies the internal control and monitors them in accordance with.

RISK MANAGEMENT

The Company has an established comprehensive risk management system to identify and evaluate the key risks existed with the operations of the Company. Qualitek has an established comprehensive risk management system in place to identify and evaluate the key risks existed with the operations of the Company. The Board periodically reviews its comprehensive risk assessment and minimization procedures.

The compliances related to Risk Management Committee as per Regulation 21 of SEBI (LODR) Regulations, 2015 are not applicable on our Company, hence the Company need not to comply with the provisions relating to formation of Risk Management Committee. The risk management framework followed by the Company is detailed in the Management Discussion and Analysis section, forming an integral part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, security or provided any guarantee under Section 186 of the Act. However, please refer Financial Statements for details of Investment made.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All the Related Party Transactions are entered on arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure -1.

The compliances related to Regulation 23(9) of SEBI (LODR) Regulations, 2015 are not applicable on our Company, hence the Company need not comply with the provisions relating to filing of half yearly reports on Related Party Transactions with the Stock Exchanges.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed against the Company by the Regulators or Courts or Tribunals during the year ended 31 March 2024, which would impact the going concern status of the Company and its future operations. However, please refer the statement on contingent liabilities and commitments in the Notes forming part of the Financial Statements.

HUMAN RESOURCE

The Company acknowledges that its employees are the foundation of its sustainable approach and play an unparalled role in its growth story. The Company places human resources management at the forefront and continually investing in human capital development, which includes building skills and capabilities. Company provides a wide range of benefits to its employees. With an objective of providing ample opportunity for learning and growth, we have structured in house training programs to enhance employee's capabilities and skills across roles.

The Company undertakes robust learning and development initiatives that include technical, functional, leadership development and culture-building programmes. The learning and development needs are recognized through various processes, which includes Company's vision and mission, competency frameworks and training needs identified through performance management system on regular basis. The outputs of these programs have been very positive and have helped to improve the skills, personality, and performance of the participating individuals. Your Company constantly endeavors to improve upon its practices and processes for employee satisfaction through effective communication and engagement and promoting a culture based on trust and confidence. We aim to develop a culture that is based on fairness and respect.

GENERAL

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

1. Issue of Equity Shares with Differential Rights as to Dividend, Voting or otherwise.

2. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

3. Valuation or One Time Settlement with Banks and / or Financial Institutions. APPRECIATION

The Directors take this opportunity to express their gratitude to all our customers, vendors and business associate, stock exchanges, depositories, investors, statutory bodies, financial institutions and banks, who have motivated the Company to excel in all its pursuits and constantly contributed towards making the Company more valuable.

The Directors also place on record the enthusiasm and unstinting efforts of all the employees at all levels for their hard work, dedication and commitment without which the Company would not have been able to undertake the challenging targets in all areas of operations. Qualitek believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility. They are the key reason behind the success of the Company and contribute to scale new heights, year after year. We are fortunate to have such a team whose endeavors have laid a strong foundation for the success of our organization as a whole. Their commitment and contribution is deeply acknowledged. We are committed to build strong relationships with all our stakeholders, and we value their feedback and input as we strive to improve and grow our business. We look forward to continuing support and involvement of all our stakeholders.

For and on behalf of the Board Qualitek Labs Limited