Your Directors are delighted to present this Board Report of
the business and operations along with the Audited Financial
Statements of the Company for the financial year ended on
31^st March, 2026. This report provides an overview of the
financial results, performance of the Company and significant
developments during the financial year from 01^st April, 2025 to
31^st March, 2026, in compliance with the applicable provisions
of Companies Act, 2013, ("the Act") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").

1. FINANCIAL RESULTS OF THE COMPANY: -

The Company's financial performance (standalone) for the

financial year ended 31^st March, 2026 is summarized below:

2. STATE OF THE COMPANY'S AFFAIRS

During the financial year ended March 31, 2026, the
Company continued to focus on strengthening its position
in the railway safety systems and specialty cable segments
despite operating in a challenging business environment.
The year was characterized by sustained investments in
technology, product development, execution capabilities,
and enhancement of manufacturing infrastructure to
support long-term growth.

The Company's operations are primarily driven through
its Specialty Cable Division and Train Collision Avoidance
System (TCAS/KAVACH) Division. While the Specialty
Cable Division continued to cater to the requirements of
railway, defence, industrial and other strategic sectors,
the TCAS/KAVACH Division remained focused on the
development, testing and deployment of indigenous
railway safety solutions in line with the Government of
India's vision for enhancing railway safety.

During the year, the Company continued to make significant
progress in the KAVACH project. The Independent Safety
Assessor (ISA) completed the required assessment stages,
and the project progressed towards the final field trials
under the guidance of the Research Designs and Standards

Organisation (RDSO). The Company also continued
execution planning for the orders received under the Indian
Railways' KAVACH program, positioning itself for large-
scale implementation upon completion of the regulatory
approval process.

The Company maintained its emphasis on research and
development, quality assurance, operational excellence
and customer satisfaction. Continuous efforts were made
to strengthen internal processes, improve operational
efficiencies and optimize costs across all business functions.

From a financial perspective, the Company reported
Revenue from Operations - Cable Division of H5,29.67
million as against H5,06.12 million in the previous financial
year, thereby maintaining stability in business volumes
despite operational and working capital challenges during
the year. Total Income for FY 2025-26 stood at H5,83.44
million. However, profitability during the year remained
under pressure primarily due to the ongoing investment
phase in the Train Control Systems Division of the
Company. EBITDA for the year stood at a loss of ^339.7
million as compared to a positive EBITDA of ^26.2 million
in the previous year. The decline in profitability was
mainly attributable to higher operational costs, increased
employee expenses, project execution expenditures,
inventory carrying costs, and other overheads incurred
during the scale-up phase of operations. Consequently, the
Company reported a Loss Before Tax of ^5,57.33 million
and a Loss After Tax of ^429.42 million for FY 2025-26.

Coming to the Balance Sheet position, the Company's Total
Assets as on 31st March 2026 stood at T3207.0 million. The
Company continues to maintain a strong equity base, with
Net Worth standing at ^2579.3 million. Inventory levels
increased during the year to H053.6 million primarily due
to stocking requirements for upcoming KAVACH project
and its operational preparedness. The management is fully
conscious of the working capital pressures faced during
the year. Focused efforts are being undertaken towards
faster collection cycles, inventory optimization, cost
rationalization, and strengthening banking arrangements
to improve liquidity and operational efficiency.

The Company's operations have been further discussed in
detail in the Management Discussion and Analysis Report
in a separate section forming part of this Annual Report.

3. DIVIDEND

As per the Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Dividend Distribution policy of the
company is available on the Company's website and can be
accessed at https://www.quadrantfuturetek.com/assets/
frontend/pdf/dividend-distribution-policy.pdf.

The Board of Directors has not recommended any dividend
on the equity shares of the Company for the financial
year ended 31^st March, 2026. The decision has been taken
keeping in view the need to conserve resources and to
prioritize allocation towards the Company's long-term

growth initiatives.

4. THE CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in
the nature of business of the Company. The Company
continues to operate in its existing line of business and no
new business activity was undertaken.

5. TRANSFER TO RESERVES

During the year under review, the Company has incurred
a loss. Accordingly, no amount has been transferred to the
reserves of the Company.

6. SHARE CAPITAL

The details of Authorized, Issued, Subscribed and Paid-up
Share Capital of the Company are stated below: -

(A) Authorised Share Captial

During the year, there was no change in the
Authorised Share Capital of the Company under
review. The Authorized Share Capital of the Company
remain unchanged at Rs. 45,00,00,000/- comprising

4,50,00,000 Equity Shares of Rs. 10/- each as on March
31, 2026.

(B) Issued, Subscribed And Paid-Up Share Capital

During the year, there was no change in the Issued,
Subscribed and Paid-up Share Capital of the
Company during the period under review. The
Issued, Subscribed and Paid-up Share Capital of the
Company stands at Rs. 40,00,00,000 (Rs. Forty Crores
Only) divided into 4,00,00,000 Equity Shares of Rs.
10/- as on March 31, 2026.

7. UTILISATION OF IPO PROCEEDS

During the year under review, the Company has utilized the
proceeds of the Initial Public Offer (IPO) in accordance with
the objects stated in the Prospectus. Pursuant to Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as SEBI Listing Regulations') & SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
the proceeds of IPO have been utilized in the following
manner:

The company through Board Resolution dated January
10, 2026, and a special resolution passed through postal
ballot dated February 13, 2026, approved withdrawal
of Rs. 8.57 crore from IPO Monitoring Account towards
reimbursement of IPO-related expenses incurred from
company's own funds.

Further, during the year, unutilized Balance of Rs. 1.99
Crores from Issue Related Expenses and Rs. 0.01 crore from
'Loan Repayment' Object, aggregating to Rs. 2 Crores, were
reallocated to "General Corporate Purpose", through a
board resolution dated February 25, 2026. This Reallocation
was undertaken to enable effective utilization of the funds
for expanding business operations, meeting working
capital requirements and pursuing growth opportunities,
thereby ensuring efficient deployment of IPO Proceeds in
the best interest of the company.

There has been no deviation in the utilization of the IPO
proceeds of the Company. The Monitoring Agency, CARE
Ratings Limited, has submitted quarterly reports up to the
date of this Report, confirming that the utilization of the
issue proceeds is in line with the objects stated in the offer
documents. These reports have been duly filed with the
Stock Exchanges in compliance with applicable regulations

8. DETAILS OF SUBSIDIARY/fOINT VENTURES/

ASSOCIATE COMPANIES AND PERFORMANCE
AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENT: -

The Company did not have any associate, joint venture,
or subsidiary companies as defined under Sections 2(6)
and 2(87) of the Companies Act, 2013, during the year.
Accordingly, in compliance with Section 129(3) of the Act,
the Company is not required to file Form AOC-1."

9. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions to Section 134(5) of
the Companies Act, 2013, in relation to Annual Financial
Statements for the financial year 2025-26, the Board of
Directors to the best of its knowledge and ability hereby
confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been followed
and there are no material departures;

b) the directors had 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;

c) the directors had 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;

d) the directors had prepared the annual accounts on a
going concern basis; and

e) the directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There are no material changes or commitments affecting
the financial position of the Company between the end of
the financial year and the date of this report.

The Policy on Determination of Materiality of Events
Information as approved by the Board is available on the
Company's website and can be accessed at https://www.
quadrantfuturetek.com/assets/frontend/pdf/policy-on-
determination-of-event-and-information.pdf.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL ("KMP")

A. Board of Directors

As on March 31, 2026, the Board Comprised of 12
(Twelve) Directors, out of Which 6 (Six) Directors
were Executive, 2 (Two) Directors were Non Executive
- Non Independent and 4 (Four) were Non Executive-
Independent Directors including One Independent
Woman Director.

Pursuant to the provisions of Section 149 of the Act,
the Independent Directors have also submitted
declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations.

During the financial year, the Independent Directors
of the Company did not have any pecuniary
relationship or transactions with the Company, except
for the receipt of sitting fees incurred in the course
of attending meetings or performing their duties as
Directors.

Further, in the opinion of the Board, the Independent
Directors also possess the attributes of integrity,
expertise and experience as required to be disclosed
under Rule 8(5) (iii a) of the Companies (Accounts)
Rules, 2014.

Relevant disclosures regarding director shareholding,
interest and relation are provided in corporate
governance report forming part of this annual report.

B. Retirement By Rotation

During the year under review, Mr. Vivek Abrol

and Mr. Rajbir Singh Randhawa, Directors of the
Company, retired by rotation at the Annual General
Meeting held on 25th September, 2025 and, being
eligible, were re-appointed by the shareholders.
Apart from the above, there was no change in the
composition of the Board of Directors during the year.

As per the provisions of Section 152(6) of the Companies
Act, 2013, Mr. Amit Dhawan (DIN: 03031778) and Mr.
Aikjot Singh Sandhu (DIN: 06579087) are the directors
liable to retire by rotation, at the ensuing 11^th Annual
General Meeting and have offered themselves for re¬
appointment.

C. Key Managerial Personnel

In accordance with the provisions of Section 2(51) and
203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following were the Key
Managerial Personnel of the Company as on 31^st
March, 2026: -

1. Mr. Mohit Vohra - Managing Director

2. Mr. Rupinder Singh- Whole time Director

3. Mr. Amrit Singh Randhawa- Whole Time Director

4. Mr. Vivek Abrol- Whole Time Director

5. Mr. Amit Dhawan- Whole Time Director

6. Mr. Vishesh Abrol- Whole Time Director

7. Mr. Amit Gaur- Chief Financial Officer

8. Mr. Puneet Khurana- Company Secretary and
Compliance Officer

During the year under review, following changes
took place in the Key Managerial Personnel of the
Company:

1. Mr. Amit Kumar Jain, Chief Financial Officer
(CFO), resigned with effect from 29^th July, 2025.
Subsequently, Mr. Amit Gaur, was appointed as
CFO with effect from 30^th July, 2025.

2. Mr. Pankaj, Company Secretary (CS), resigned
with effect from 29^th July, 2025. Subsequently,
Mr. Puneet Khurana was appointed as CS with
effect from 30^th July, 2025.

3. Mr. Abhigyan Kotnala, was appointed as Chief
Executive officer of the company w.e.f. 29^th
July, 2025 and resigned from its position on 29^th
November, 2025.

Furthermore, no changes took place from the end of
financial year till the date of this report.

12. MEETINGS OF THE BOARD

During the financial year, the Board met five (5) times under
review. For more details of the meeting of the Board, please
refer to the Corporate Governance Report which forms part
of this Integrated Annual Report. The maximum interval
between any two meetings did not exceed 120 days, as
prescribed by the Act and SEBI Listing Regulations. The

details of the Board meetings and the attendance of the
Directors are provided in the Corporate Governance
Report, which forms part of this Annual Report.

13. COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations,
your Company as on 31^st March, 2026 has four committees
of the Board, namely:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee,

4. Stakeholders Relationship Committee;

duly constituted as per the Regulations of SEBI LODR and
the Companies Act, 2013.

A detailed note on the composition of the Board and its
committees, including its terms of reference, is provided in
the Corporate Governance Report, which forms part of this
Annual Report. The composition and terms of reference of
all the Statutory Committee(s) of the Board of Directors of
the Company is in line with the provisions of the Act and
SEBI Listing Regulations.

During the financial year, the Audit Committee met seven
(7) times, Nomination and Remuneration Committee met
Five (5) times, Stakeholder Committee met one (1) time
and Corporate Social Responsibility Committee met one
(1) time.

14. BOARD ANNUAL EVALUATION

In compliance with statutory requirements and to ensure
the effective functioning of the Board and its Committees,
an annual performance evaluation of the Board, its
committees, and individual Directors was carried out
during the year. The evaluation was conducted based
on a structured framework and criteria approved by the
Nomination and Remuneration Committee (NRC).

Detailed disclosures regarding the evaluation parameters,
methodology, and key outcomes are provided in the Report
on Corporate Governance.

Additionally, Pursuant to the provisions of Schedule
IV of the Act and Regulation 25 of the SEBI LODR, a
separate meeting of the Independent Directors was held
on 17^th March, 2026, wherein the performance of the Non¬
Independent Directors, the Board as a whole, and the
Chairman was reviewed. and they assessed the quality,
quantity and timeliness of flow of information between the
Management and the Board.

15. POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company recognizes that a well-constituted and
diverse Board, with varied skills and professional
backgrounds, is critical for balanced decision-making and
sustainable growth. In accordance with Section 178 of the
Companies Act, 2013 and Part D of Schedule II of the SEBI
Listing Regulations, the Company has framed and adopted
a Nomination and Remuneration Policy.

This Policy provides a framework for:

- Appointment and re-appointment of Directors, Key
Managerial Personnel (KMP) and Senior Management;

- Determining qualifications, positive attributes and
independence of Directors; and

- Structuring remuneration in a manner that is fair,
transparent and aligned with the long-term interests
of the Company and its stakeholders.

The Policy is reviewed periodically to ensure continued
relevance and alignment with evolving regulatory
requirements and business needs. The policy is available
on the website of the Company and can be accessed at
https:/ / www.quadrantfuturetek.com/assets/frontend/
pdf/nomination-and-remuneration-policy.pdf.

16. POLICY FOR PREVENTION OF INSIDER TRADING
AND CODE OF CONDUCT

The Company has in place an Insider Trading Policy,
incorporating a comprehensive Code of Conduct to
regulate, monitor and report trading by designated persons
and their immediate relatives, in line with the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code prescribes procedures to be
followed while dealing in the Company's securities and sets
out safeguards for handling Unpublished Price Sensitive
Information ("UPSI"). It also provides for maintaining a
structured digital database, mechanisms for prevention
of insider trading, and the process to handling and
familiarize the designated persons with the sensitivity of
UPSI. Further, the Policy includes a Code of Fair Disclosure
of UPSI, which is available on the Company's website at
https:/ / www.quadrantfuturetek.com/assets/frontend/
pdf/policy-on-insider-trading-regulations1.pdf.

Separately, the Board of Directors has adopted a Code of
Conduct applicable to all Directors and Senior Management
Personnel. This Code outlines ethical standards and
principles of integrity expected from leadership and is
accessible on the Company's website at https://www.
quadrantfuturetek.com/assets/frontend/pdf/code-of-
conduct-of-board-of-directors.pdf.

A declaration signed by Mr. Mohit Vohra, Managing
Director of the Company, confirming that all members of
the Board of Directors and Senior Management Personnel
have affirmed compliance with the Code of Conduct for
Board Members and Senior Management Personnel, forms
part of this Report as Annexure- I."

17. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company remains committed to its social
responsibilities as a conscientious corporate citizen. In
accordance with Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors has constituted a
Corporate Social Responsibility (CSR) Committee.

The composition and terms of reference of the CSR
Committee are provided in the Corporate Governance

Report, which forms part of this Annual Report. The CSR
policy is available on the website of the Company and
can be assessed at https://www.quadrantfuturetek.com/
assets/frontend/pdf/policy-on-csr.pdf .

Based on the financial results of the immediately preceding
financial year 2024-25, the Company did not meet any of the
prescribed thresholds under Section 135 of the Companies
Act, 2013. Accordingly, the provisions of CSR were not
applicable to the Company for the financial year 2025-26,
and no CSR expenditure or reporting is required for the
said period.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has implemented a comprehensive internal
control framework that is proportionate to the size and
complexity of its operations. These controls are supported
by established practices and management oversight across
key business processes. The framework is intended to
promote disciplined and efficient conduct of business,
safeguard assets, prevent and detect irregularities, maintain
accuracy of records, and enable timely preparation of
reliable financial information.

Pursuant to Section 138 of the Companies Act, 2013 and
the relevant provisions of the SEBI Listing Regulations,
the Company has established a dedicated Internal Audit
function. Its scope, authority and responsibilities are
periodically reviewed by the Audit Committee to ensure
continued effectiveness. Internal audits are carried out
at defined intervals to evaluate operational and financial
controls and to provide assurance on the adequacy of the
systems in place.

During the year, audit reviews concentrated on key
areas such as Sales and Marketing, Production Planning
and control, Inventory management, Human Resources
and Operational efficiency. The Audit Committee was
apprised of the findings on a quarterly basis, along with
management's responses and corrective action plans. An
Action Taken Report (ATR) on the implementation of
recommendations was also placed before the Committee.
Robust follow-up mechanisms have been instituted
to secure timely and effective execution of corrective
measures.

19. STATUTORY AUDITORS AND AUDITORS' REPORT

The Shareholders at the 8^th Annual General Meeting held
on September 30, 2024, approved the re-appointment of
M/s Sanmarks & Associates, Chartered Accountants,
[FRN: 003343N] for a term of five years. Commencing from
the conclusion of the said AGM until the conclusion of 13^th
Annual General Meeting of the Company.

The Auditors' Report for FY 2025-26 is unmodified and
does not contain any qualification, reservation, adverse
remark or disclaimer. The auditors, however, have drawn
attention under the 'Emphasis of Matter' section, which is
summarized below. The management's responses to the
said emphasis of matter are provided alongside: -

20. SECRETARIAL AUDITORS AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI (LODR) Regulations 2015, your
company had appointed M/s. Girish Madan & Associates;
a peer reviewed firm of Company Secretary in Practice, as
Secretarial Auditor to conduct Secretarial Audit for a term
of five consecutive financial years, commencing from FY
2025-26 up to FY 2029-30, as approved by the shareholders
at the 10^th Annual General Meeting.

The Secretarial Audit Report for the Financial Year ended
31^st March, 2026 is annexed herewith as "Annexure - II"
and forms an integral part of this Annual Report. The
Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

M/s Girish Madan & Associates has confirmed that they
are not disqualified from continuing as the Secretarial
Auditor of the Company.

21. INTERNAL AUDITOR

In accordance with Section 138 of the Companies Act, 2013,
M/s Anand Narang & Associates, Chartered Accountants
were appointed as Internal Auditors of the Company for
the Financial year 2025-26. Based on the recommendation
of the Audit Committee, the Board has further approved
their re-appointment as Internal Auditors of the Company
for the financial year 2026-27 as well.

The Internal Auditor is entrusted with monitoring
and evaluating the adequacy and effectiveness of the
Company's internal control systems, compliance with
operating procedures, and accuracy of accounting practices.
Reports of the Internal Auditor are submitted to the Audit
Committee on a quarterly basis. The Audit Committee
reviews these reports along with management's responses,
ensuring that corrective measures are implemented in a
timely manner.

22. COST RECORDS AND COST AUDIT

In accordance with Section 148(1) of the Companies Act,
2013, read with the Companies (Cost Records and Audit)

Rules, 2014, as amended, the Company has maintained the
requisite cost records for the financial year under review.
These records are subject to audit by a qualified Cost
Auditor.

On the recommendation of the Audit Committee, the
Board of Directors appointed M/s. SDM & Associates,
Cost Accountants (Firm Registration No. 000281), as
the Cost Auditors for the Company to audit the cost
accounting records for the financial year ending 31^st March,
2027. The remuneration payable to the Cost Auditors for
FY 2026-27 is required to be ratified by the Members at
the forthcoming Annual General Meeting, and the Board
accordingly recommends the resolution as set out in the
Notice convening the AGM.

The Cost Audit Report for the financial year 2024-25, issued
by M/s. SDM & Associates, has been filed with the Ministry
of Corporate Affairs (MCA) in compliance with Rule 6(6) of
the Companies (Cost Records and Audit) Rules, 2014. The
Cost Audit Report for the financial year ending 31^st March,
2026, will be filed within the prescribed period.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company has neither advanced any loans nor given
guarantees in terms of provisions of Section 186 of the
Companies Act, 2013 during the year under review.

24. RELATED PARTY TRANSACTIONS

During the under review, all related party transactions
were within the limits approved by the audit committee
(including omnibus approvals granted in accordance with
Regulation 23 of the SEBI (LODR) Regulations, 2015) and
the Board of Directors, as the case may be. All transactions
were conducted at arm's length and in the ordinary
course of business. No material related party transactions
requiring shareholders' approval were entered into during
the year. None of the transactions involve any potential
conflict with the interests of the Company at large.

The details of related party transactions as per applicable
accounting standards are disclosed in the Note No. 31 to
the financial statements. A statement of all Related Party
Transactions ('RPTs') has been placed before the Audit
Committee on a quarterly basis for their review. Since all
transactions were at arm's length and in the ordinary course
of business, disclosure in Form AOC-2 under Section 134(3)
(h) is not applicable.

During the year, the Company has amended the Policy on
Dealing with Related Parties in line with the amendments
issued by SEBI. The Policy on Materiality of Related
Party Transactions and on dealing with Related Party
Transactions as approved by the Board, is available on the
Company's website and can be accessed at https://www.
quadrantfuturetek.com/assets/frontend/pdf/policy-on-
related-party-transactions-p.pdf.

25. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of corporate governance and adheres to the

principles laid down by the Securities and Exchange Board
of India (SEBI). We believe that effective governance is
fundamental to creating long-term shareholder value in a
transparent, ethical and sustainable manner.

The Company has complied with the requirements of
corporate governance as stipulated under Regulation 34
read with Schedule V of the SEBI Listing Regulations.
Accordingly, the Corporate Governance Report, together
with the certificate issued by M/s. Girish Madan &
Associates, Secretarial Auditor of the Company, confirming
compliance with the conditions of corporate governance,
forms part of this Annual Report.

Your Company is registered on SEBI's investor grievance
redressal platform 'SCORES', enabling investors to
lodge complaints for speedy resolution. Further, in
line with SEBI's initiatives, the Company has also been
onboarded on the 'Smart ODR system', which provides
a technology-enabled mechanism for online dispute
resolution, thereby strengthening investor protection and
enhancing transparency in grievance handling.

26. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)
(a) of the Act and the Companies (Management and
Administration) Rules, 2014, the Annual Returns submitted
by the Company are available on the Company's website at
https://www.quadrantfuturetek.com/investor/annual-
returns.

The Annual Return for the financial year ended 31^st March,
2026 will be submitted to the Registrar of Companies
within the timelines prescribed under the Act.

27. PUBLIC DEPOSITS

The Company has not accepted any deposits from public
and no amount on account of principal or interest on
deposits from public was outstanding as on the date of the
balance sheet. Accordingly, disclosures related to deposits
as required to be made under the Act are not applicable to
the Company under review.

28. VIGIL MECHANISM/WHISTLE BLOWER

The Company has adopted a Whistle Blower Policy and
established a Vigil Mechanism in line with Section 177 of
the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Policy and Mechanism together provide a
framework for employees and directors to report concerns
relating to unethical behaviour, actual or suspected fraud,
or violation of the Company's Code of Conduct / Ethics
Policy.

The Policy provides for adequate safeguards to prevent
victimisation of employees who avail themselves of the
mechanism, and ensures direct access to higher levels of
supervisors and managers, including the Chairperson of
the Audit Committee

The above mechanism have been appropriately
communicated across all levels of the Company and has
been displayed on the Company's intranet as well as on the
Company's website at: https://www.quadrantfuturetek.

com/assets/frontend/pdf/policy-on-whistle-blower-and-

vigil-mechanism.pdf

The Audit Committee periodically reviews the functioning
of the policy and mechanism. including the status of
complaints received under this policy on a regular basis.
The Chairperson of the Audit Committee has affirmed
that no personnel have been denied access to the Audit
Committee.

28. RISK MANAGEMENT

The Company recognizes that risk is an inherent aspect
of business and approaches risk management as a
structured and proactive discipline. Even though the scale
of operations is moderate, The Company has well-defined
process to identify, assess and mitigate risks across key
functional areas. The Operational management which
includes functional heads is entrusted with monitoring
day-to-day risks while senior management periodically
reviews strategic and business risks arising from both
internal and external factors along with the costs of
managing such risks and treatment plans in its strategy,
business and operational plans.

The Company, through such periodical risk assessments,
seeks to ensure that risks remain within the defined
risk appetite as agreed with the Board of Directors from
time to time. The Company's Risk Management and
Mitigation Plan have been further discussed in detail in
the Management Discussion and Analysis Report, forming
part of this Annual Report.

As the Company does not fall within the top 1000 listed
entities and is not classified as a 'high value debt listed
entity', constitution of a formal Risk Management
Committee is not applicable. Nevertheless, the Board and
Audit Committee continue to oversee risk management
practices, ensuring that the Company maintains a robust
and responsive approach to emerging challenges.

29. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES DETAILS PURSUANT TO SECTION
197(12) READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

Pursuant to Section 197(12) of the Companies Act, 2013,
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
disclosures relating to remuneration of Directors, Key
Managerial Personnel and employees are provided in
Annexure - III forming part of this Report.

It is confirmed that during the year under review, no
employee of the Company received remuneration in excess
of the limits prescribed under Rule 5(2) and Rule 5(3) of
the said Rules (i.e., remuneration of ^8,50,000 per month or
U,02,00,000 per annum).

The Company remains committed to ensuring fairness,
equity and transparency in its remuneration practices, with
compensation structures designed to reward performance
and align employee interests with long-term organizational
goals.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide safe and
conductive working environment to all its employees
(Permanent, contractual, temporary, trainee etc.) and has
zero tolerance for Sexual Harassment at workplace. The
Board deliberated upon in this respect and has adopted a
Policy on prevention of Sexual Harassment in line with the
provisions of Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. The Board has constituted
an internal complaints committee to redress complaints
received regarding sexual harassment.

The following is the summary of sexual harassment complaints
received and disposed off during the year 2025-26:

The Board affirms that the Company continues to maintain
a workplace environment that is free from harassment and
discrimination, and remains committed to upholding the
highest standards of dignity, equality and respect

31. EMPLOYEE STOCK OPTION PLAN:

In compliance with the provisions of Companies Act, 2013
and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended from time to time ('SEBI
(SBEB & SE) Regulations'), the Company has introduced
Employee Stock Option Scheme named "Quadrant Future
Tek Limited Stock Incentive Plan, 2024". The objective
of the Plan is to align employee interests with long-term
shareholder value creation, motivate and retain talent,
inculcate a culture of ownership and reward employees for
their contribution to the Company's growth.

During the year under review, the Company has complied
with all applicable disclosures and filing requirements
under the SEBI (SBEB & SE) Regulations. Options granted
under the Scheme are subject to vesting conditions linked
to performance and tenure, and are exercisable within the
period prescribed under the ESOP Policy and respective
grant letters. The Company ensures that the process of
grant, vesting and exercise is carried out in a transparent
and equitable manner.

The requisite Details of "Quadrant Future Tek Limited
Stock Incentive Plan, 2024" as required under Companies
Act, 2013 and SEBI (SBEB & SE) Regulations is provided in
the Annexure - IV forming part of this Board's Report.

The certificates from the Secretarial Auditor of the
Company stating that the Schemes have been implemented
in accordance with the SEBI (SBEB & SE) Regulations,
2021 will be available electronically for inspection during
business hours, without any fee by the members from the
date of circulation of this Notice up to the date of AGM.

Members seeking to inspect such documents can send a
request from their registered Email Id mentioning their
name, DP ID and Client ID / Folio No., PAN and Mobile
No. to the Company at cs qftl@quadrantfuturetek.com.

32. COMPLIANCE WITH THE PROVISIONS OF THE
MATERNITY BENEFIT ACT, 1961 / CODE ON SOCIAL
SECURITY, 2020

The Company is in compliance with the applicable
provisions relating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961/ the Code on Social
Security, 2020, which ensures protection of the rights of
women employees during maternity.

During the year under review, no instance of
non-compliance was reported. The Board affirms that the
Company continues to maintain a workplace environment
that is inclusive, supportive and aligned with statutory
requirements, thereby promoting the health, dignity and
well-being of women employees.

33. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS

In compliance with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has put in place a structured
Familiarisation Programme for its Independent Directors.
This programme aims to empower its Independent
Directors, with in-depth knowledge of the Company's
business, enabling them to make valuable contributions.
The Familiarisation program is designed to outlining the
roles, rights, responsibilities of the Independent Directors
in the Company. It also provides information on nature
of the industry in which the Company operates business
model of the Company etc.

The Details of Familiarization Program are also given in
the Corporate Governance Report, which forms part of
this Annual Report and also available on the Company's
website at https://www.quadrantfuturetek.com/assets/
frontend/pdf/qftl-familiarisation-programme.pdf

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, no significant or material
orders were passed by regulators, courts or tribunals which
could impact the Company's going concern status or its
future operations.

However, during the financial year 2025-26, the following
orders/actions were taken by the Statutory Authorities,
which were procedural and regulatory in nature and do not
impact the going concern status or the future operations of
the Company:

1. With respect to the adjudication application submitted
to the Registrar of Companies & further appeal to
the Regional Director, Northern Region, Ministry
of Corporate Affairs, New Delhi, Regional Director
(RD) vides its order dated 30^th January, 2026, received
by Company on 27^th February, 2026 has set off the

penalty impose under section 42(10) of the Companies
Act and a penalty aggregating to Rs. 30 Lakhs on the
Company and Rs. 6 Lakhs on each promoter (subject
to confirmation of exact quantum from ROC post
submission of RD order) is levied. The Company has
filed a writ petition before the Hon'ble High Court
of Punjab & Haryana at Chandigarh challenging the
Regional Director's order dated 30^th January, 2026 on
the grounds set out in the petition. The writ petition
has been filed on 20^th May, 2026 and is currently
pending adjudication before the Hon'ble High Court.

2. The Company received a settlement order (Bearing
No. SO/PSD/2024-25/8128-8130) on 01^st April,
2025, duly received via e-mail on 02^nd April, 2025,
concerning the settlement application filed by the
Company regarding the reporting of transactions
of the promoters and promoter group under
Regulation 54 of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018. A fine of ^3,00,000
was levied on Mr. Mohan Krishan Abrol, a person of
promoter group, which has been repaid, and the same
has been disclosed on the stock exchange.

The Board affirms that they have no material bearing on
the Company's long-term prospects or future operations.

35. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

As per the requirements of Section 134(3)(m) of the
Companies Act, 2013 read along with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the details on the
conservation of energy, technology absorption, and foreign
exchange earnings and outgo is annexed in Annexure- V of
this Board's Report.

36. DETAILS OF APPLICATION / ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, the Company did not initiate
any application nor any proceedings against the company
was pending under the Insolvency and Bankruptcy Code,
2016 (IBC).

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not
entered into any one-time settlement with banks or financial
institutions. Consequently, there are no differences to
report between the valuation carried out at the time of such
settlements and the valuations conducted while availing
loans.

The Board affirms that the Company continues to meet its
financial obligations in the ordinary course of business and
maintains a prudent approach towards debt management,
thereby ensuring transparency and compliance with
applicable regulatory requirements.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) and notified by the
Ministry of Corporate Affairs, Government of India.
Specifically, the Company has adhered to Secretarial
Standard-1 (SS-1) on Meetings of the Board of Directors
and Secretarial Standard-2 (SS-2) on General Meetings, as
amended from time to time.

The Board affirms that the practices and procedures
followed by the Company are in conformity with these
Secretarial Standards, thereby ensuring consistency,
transparency and good governance in the conduct of its
Board and General Meetings

39. CEO/CFO CERTIFICATION

In terms of the Listing Regulations, the Certificate duly
signed by Mr. Mohit Vohra, Managing Director and Mr.
Amit Gaur, Chief Financial Officer (CFO) of the Company
was placed before the Board of Directors along with the
Audited Financial Statements for the year ended on 31^st
March, 2026, at its meeting held on 27^th May, 2026.

40. ACKNOWLEDGEMENT

The Directors of the Company wish to place on record
their deep appreciation for the continued support
and cooperation extended by the Company's bankers,
the Government of India, the Government of Punjab,

and various government departments and agencies,
particularly the Ministry of Railways. Their guidance and
assistance have been invaluable in enabling the Company
to achieve its objectives.

The Board also conveys its sincere gratitude to all
employees for their dedication, commitment and valuable
contributions during the year. Their professionalism and
hard work have been central to the Company's progress
and success.

Further, the Directors acknowledge the collective efforts of
every member of the QFTL family. The unity, collaboration
and perseverance of the team continue to drive the
Company towards greater accomplishments and sustained
growth.

By order of Board of Directors
For Quadrant Future Tek LimitedSd/-Satish Kumar Gupta
Chairman
DIN: 06574539Date: 11^th August, 2026
Place: Mohali