Dear Shareholders,
Your directors have pleasure in presenting this Board Report of the
business and operations along with the Audited Financial Statements of the Company for the
financial year ended on March 31, 2025. This report covers the financial results and other
developments during the financial year from April 1, 2024 to March 31, 2025, 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 31st March, 2025 is summarized below:
(Amount in Millions)
PARTICULARS |
Financial Year |
Financial Year |
|
2024-25 |
2023-24 |
| Revenue from Operations |
1506.12 |
1517.57 |
| Other Income- |
23.27 |
0.92 |
Total Income |
1529.40 |
1518.49 |
| Operating Expenditure |
1503.17 |
1153.87 |
| Depreciation and amortization expense |
211.54 |
115.78 |
| Finance Cost |
76.75 |
43.14 |
Total Expenses |
1791.46 |
1312.79 |
| Exceptional Items |
0 |
0.32 |
| Profit/Loss Before Tax |
-262.06 |
206.02 |
| Profit before finance costs, exceptional item
and tax |
-185.31 |
249.46 |
Less: |
|
|
| Tax Expenses (provision of Tax – net) |
|
|
| -Current Tax |
0 |
68.37 |
| -Deferred Tax |
-65.31 |
21.41 |
| Add: Exceptional items |
0 |
0.32 |
Profit/Loss for the Year |
-196.75 |
116.24 |
Total Comprehensive Income |
-197.18 |
116.18 |
2. STATE OF THE COMPANY'S AFFAIRS: -
The Company has achieved total revenue from operations of Rs. 1506.12
million for Financial Year 2024-2025 as compared to Rs. 1517.57 million for Financial Year
2023-2024. The earnings before interest, taxes, depreciation, and amortization
(‘EBITDA') for the year was Rs. 26.23 Million as compared to Rs. 364.94 Millions
for the previous financial year. During the financial year 2024-25, the Company earned
Losses after Tax of Rs. 196.75 Million as compared to profit of Rs. 116.24 Millions in the
previous financial year.
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 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. The Board of Directors has opted not to
declare a dividend for the Financial Year 2025, prioritizing the allocation of resources
towards the Company's long-term growth initiatives.
4. THE CHANGE IN NATURE OF BUSINESS, IF ANY: -
The Company did not undergo any change in the nature of its business
during Financial Year 2024-25 under review. The affairs of the Company are conducted in
accordance with the accepted business practices and within the purview of the applicable
legislations.
5. TRANSFER TO RESERVES: -
During the year under review, no amount has been transferred to the
General Reserve 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 stands at Rs.
45,00,00,000/- divided into 4,50,00,000 Equity Shares of Rs. 10/- as on March 31, 2025.
(B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
During the year, the Issued, Subscribed and Paid-up Share Capital was
changed in the following manner:-a) Allotment of 2,00,00,000 (Two Crore) equity shares to
the existing shareholders as Bonus Issue on April 15 2024. b) Allotment of 1,00,00,000
(One Crore) equity shares through Initial Public Offer on January 10, 2025.
As a result of above, 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
(Four Crores) Equity Shares of Rs. 10/- as on March 31, 2025.
7. MAJOR EVENTS/MATERIAL CHANGES OCCURRED DURING THE YEAR
INITIAL PUBLIC OFFER ("THE IPO")
A significant milestone during the year under review was the
Company's successful Initial Public Offering (IPO) of equity shares.
The offer had been authorised by a resolution of the Board of Directors
on March 15, 2023 and January 20, 2024 and by the Shareholders on March 01, 2024. The
Company filed Draft Red Herring Prospectus ("DRHP") dated June 02, 2024 with
Securities Exchange Board of India (SEBI) with respect to IPO of the equity shares of the
Company. The Company received in-principal approval from National Stock Exchange of India
Limited and BSE Limited on September 09, 2024. Thereafter, the company filed Red Herring
Prospectus ("RHP") and Prospectus dated December 27, 2024 and January 09, 2025
respectively with SEBI and Registrar of Companies, Chandigarh.
The IPO, which was entirely a fresh issue of 1,00,00,000 equity shares
issued at a price of INR 290 per share, opened for subscription from January 07, 2025, to
January 09, 2025 and for anchor investors, the offer opened and closed on January 06,
2025.
On January 10, 2025, the Company allotted the shares to the public.
Subsequently, on January 13, 2025, the Company received listing and trading approvals from
BSE Limited ("BSE") and the National Stock Exchange of India Ltd
("NSE"). The equity shares were officially listed and commenced trading on both
exchanges on January 14, 2025.
Sundae Capital Advisors Private Limited acted as the Sole Book Running
Lead Manager (BRLM) and Vaish Associates Advocates acted as Legal Counsel to the IPO of
the Company. The Company had appointed M/s. MUFG Intime India Private Limited (Formerly
known as Link Intime India Private Limited) as the Registrar to the Offer. The Board
expresses its sincere gratitude to the investors who reposed their faith in the business
of the Company. The Board also expresses its thanks to SEBI, ROC and Stock Exchanges (BSE
and NSE) for their expeditious approval of the DRHP, RHP and Prospectus for the Offer. The
Directors believe that the listing of the Company's shares on BSE and NSE provides a
robust platform to elevate the business to greater heights, enhances visibility, and
offers liquidity to shareholders. This strategic move is expected to support the
Company's growth objectives and foster long-term value creation for its stakeholders.
8. UTILISATION OF IPO PROCEEDS
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:
S. No Particulars |
Net Proceeds (Amount in INR Crores) |
Amount utilized till 31st
March, 2025 (Amount in INR Crores) |
Amount utilized till 30th
June, 2025* (Amount in INR Crores) |
| 1 Issue Related Expenses |
29.22 |
18.03 |
18.66 |
| 2 Funding long-term working capital
requirements of our company (Speciality Cable division). |
149.72 |
38.81 |
75.78 |
| 3 Capital expenditure requirements for
development of Electronic Interlocking System. |
24.38 |
- |
- |
| 4 Full or part repayment and/or prepayment of
certain outstanding working capital term loan availed by our Company. |
23.62 |
23.61 |
23.61 |
| 5 General corporate purposes |
63.06 |
25.39 |
50.33 |
| Total |
290 |
105.84 |
168.38 |
* Quarter ended before the Date of this report
There has been no deviation in the utilization of the IPO proceeds of
the Company. Detailed Monitoring Agency Report received from CARE Ratings Limited,
Monitoring Agency for utilization of IPO Proceeds on quarterly basis till the date of this
report, affirming no deviation in utilisation of the issue proceeds from the object stated
in offer documents are submitted to Stock Exchanges in compliance with the applicable
regulations.
9. DETAILS OF SUBSIDIARY/JOINT 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."
10. 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 2024-25, 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.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANYAFFECTING 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.
12. DETAILS OF DIRECTORS OR KEY MANAGERIALPERSONNEL ("KMP")
A. Board of Directors
As on March 31, 2025, 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.
During the year, all the Independent Directors of the Company were
re-appointed in duly convened 9th Annual General Meeting of the Company held on
September 27, 2024.
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
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr.
Rajbir Singh Randhawa (DIN: 01201025) and Mr. Vivek Abrol (DIN: 01381395) are the
directors liable to retire by rotation, at the ensuing 10thAnnual 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 31st March, 2025:-
1. Mr. Mohit Vohra – Managing Director
2. Mr. Amit Kumar Jain – Chief Financial Officer
3. Mr. Pankaj - 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 was appointed as Chief Financial officer of the
Company w.e.f September 03, 2024 upon resignation of Mr. Amit Gaur from the position of
Chief Financial Officer w.e.f August 03, 2024.
2. Mr. Pankaj was appointed as Company Secretary and Compliance Officer
of the Company w.e.f September 04, 2024 upon the resignation of Mr. Ankit Kumar w.e.f
close of business hours of September 03, 2024.
Furthermore, following changes took place from the end of financial
year till the date of this report:-
1. As on date of this report, Mr. Amit Kumar Jain has resigned from the
position of Chief Financial Officer w.e.f close of business hours of 29th July,
2025. Consequent to his resignation, Mr. Amit Gaur is re-appointed as Chief Financial
Officer designated as Key Managerial Personnel w.e.f. 30th July, 2025.
2. As on date of this report, Mr. Pankaj has resigned from the position
of Company Secretary & Compliance Officer designated as Key Managerial Personnel w.e.f
close of business hours of 29th July, 2025 . Consequent to his resignation, Mr.
Puneet Khurana is appointed as Company Secretary & Compliance Officer w.e.f. 30th
July, 2025.
3. As on date of this report, Mr. Abhigyan Kotnala is appointed as
Chief Executive Officer designated as Key Managerial Personnel w.e.f. 29th
July, 2025.
13. MEETINGS OF THE BOARD: -
During the financial year, the Board met six (6) times under review.
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.
14. COMMITTEES OF THE BOARD:
As required under the Act and the SEBI Listing Regulations, your
Company as on March 31, 2025 has four committees comprising of the Board, namely:
1. Audit Committee,
2. Corporate Social Responsibility Committee,
3. Nomination and Remuneration 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 Under Review, the Audit Committee met six (6)
times, Nomination and Remuneration Committee met two (2) times, Stakeholder Relationship
Committee met one (1) time and Corporate Social Responsibility Committee met one (1) time.
15. 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, a separate meeting of the Independent Directors was held
on March 31, 2025, wherein the performance of the Non-Independent Directors, the Board as
a whole, and the Chairman was reviewed.
16. POLICY ON DIRECTOR'S APPOINTMENT ANDREMUNERATION AND OTHER
DETAILS:
The Company believes that a diverse Board will be able to leverage
different skills, qualifications, and professional experiences which is necessary for
achieving sustainable and balanced development. In accordance with the provisions of
Section 178 of the Companies Act, 2013 and Part D of Schedule II of the Listing
Regulations, the Company has adopted the policy on Nomination and Remuneration of
Directors (Executive, Non-Executive and Independent), Key Managerial Personnel (KMPs),
Senior Management and other Employees of your Company. The policy specifies the criteria
for appointment of Directors and Senior Management and their remuneration and for
determining qualifications, positive attributes and independence of a director.
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.
17. POLICY FOR PREVENTION OF INSIDER TRADINGAND CODE OF CONDUCT
The Company has adopted a Insider Trading Policy which includes Code of
Conduct to regulate, monitor and report trading by designated persons and their immediate
relatives as per the requirements under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the
procedures to be followed by designated persons while trading/dealing in Company's shares
and sharing Unpublished Price Sensitive Information ("UPSI"). The Policy covers
Company's obligation to maintain a digital database, mechanism for prevention of
insider trading and handling of UPSI and the process to familiarize with the sensitivity
of UPSI. Further, it also includes code for practices and procedures for fair disclosure
of unpublished price sensitive information which has been made available on the
Company's website at https://www.quadrantfuturetek.com/assets/
frontend/pdf/policy-on-insider-trading-regulations1.pdf The Board of Directors has laid
down a Code of Conduct, which is applicable to all Directors and Senior Management
Personnel of the Company which is available on the website of the Company 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 their
compliance with the Code of Conduct for Board Members and Senior Management Personnel, is
annexed to this Board's Report as Annexure – I."
18. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company is committed to fulfilling its social responsibilities as a
conscientious and responsible corporate citizen. In accordance with the provisions of
Section 135 of the Companies Act, 2013, read with 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 detailed in the Corporate Governance Report, which forms an integral 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 .
A report on the CSR activities undertaken by the Company during the
year, in compliance with the requirements of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed as "Annexure – II" to this
Board's Report.
19. INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR ADEQUACY
The Company has in place a robust internal control system, commensurate
with the size, scale, and complexity of its operations. These controls are supported by
well-documented policies and standard operating procedures that govern key business
processes. The internal control framework is designed to ensure the orderly and efficient
conduct of business, including adherence to internal policies, safeguarding of assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial information.
In compliance with Section 138 of the Act and the applicable provisions
of the SEBI Listing Regulations, the Company has established a structured Internal Audit
function. The scope, authority, and functioning of the internal audit are defined and
reviewed periodically by the Audit Committee. Internal audits are conducted at regular
intervals to assess the effectiveness of operational and financial controls and to provide
assurance on the design and operating effectiveness of internal systems.
The internal audits during the year focused on key functional areas
such as inventory management, stock, Human Resources and operational efficiency. The audit
findings were presented to the Audit Committee on a quarterly basis, along with
management's responses and action plans. Follow-up mechanisms are in place to ensure
the timely implementation of corrective measures.
20. STATUTORY AUDITORS AND AUDITORS' REPORT
The Shareholders in the 8th Annual General Meeting held on
September 28, 2023, approved the re-appointment of M/s Sanmarks & Associates,
Chartered Accountants, having [FRN: 003343N] for a period of five years from the
conclusion of the AGM till the conclusion of 13th Annual General Meeting of the
Company.
The Auditors' Report for FY 2024-25 is unmodified and it does not
contain any qualification, reservation, adverse remark or disclaimer. Further the
Auditors' Report being self-explanatory does not call for any further comments from
the Board of Directors.
21. SECREATARIAL AUDITORS AND SECRETARAIALAUDIT 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, your company had appointed M/ s. Girish Madan & Associates; a peer
reviewed Company Secretary in Practice as Secretarial Auditor to conduct Secretarial Audit
for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended
March 31, 2025 is annexed herewith as "Annexure – III" and forms an
integral part of this Annual Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark, etc. Further, pursuant to the provisions of
Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations,
read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the
Audit Committee, the Board of Directors, at their meeting held on July 29, 2025, approved
the appointment of M/s. Girish Madan& Associates, Company Secretary in Practice (CP
No.3577), a peer-reviewed Company Secretary in Practice, as the Secretarial Auditor of the
Company to conduct Secretarial Audit for a term of five consecutive years commencing from
the Financial Year 2025-26 to Financial Year 2029-30 and recommend his appointment to the
members for their approval at the ensuing AGM.
A detailed proposal for appointment of Secretarial Auditor forms part
of the Notice convening this AGM.
22. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act, 2023,
M/s Anand Narang & Associates, Chartered Accountants were appointed as Internal
Auditors of the Company for the quarter ended March 31, 2025. As recommended by the Audit
Committee, the Board has approved the re-appointment of M/s Anand Narang & Associates,
Chartered Accountants as Internal Auditors of the Company for the financial year 2025-26
as well.
The Internal Auditor monitors and evaluates the effectiveness and
adequacy of internal control systems in the Company, its compliances with the operating
systems, accounting procedure and reports to the Audit Committee on a quarterly basis. The
Audit Committee considers and reviews the Internal Audit Report submitted by the Internal
Auditors on a quarterly basis.
23. 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 from time to time, the
Company has to maintained the requisite cost records and that records need to be audited
by Cost Auditor. In compliance to the above provisions, the company has maintained the
requisite cost records for the financial year under review.
The Board of Directors upon the recommendation of the Audit Committee
had 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 March 31, 2026.
In accordance with the above provisions, the remuneration payable to
the cost auditors for the financial year ended March 31, 2026 should be ratified by the
Members. Accordingly, the Board of Directors recommends to the Members to pass the
resolution, as stated in the Notice convening the forthcoming Annual General Meeting.
Further, the Cost Auditors' Report as given by M/s SDM &
Associates (Firm Registration No. 000281) for financial year 2024-25 do not contain any
qualifications, reservations, adverse remarks or disclaimer which call for any
explanation/comment from the Board of Directors.
The Cost Audit Report for the financial year 2023-24, 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 March 31, 2025, will be filed within the
prescribed period as stipulated by the MCA.
24. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS 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.
25. RELATED PARTY TRANSACTIONS
The shareholders of the Company, in their Extra-Ordinary General
Meeting held on March 01, 2024, approved the limits for Material Related Party
Transactions to be entered into during the financial year 2024-25. These transactions are
well within the limits approved by the shareholders and do not 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 notes to the financial statements. A statement of all
Related Party Transactions (‘RPTs') is placed before the Audit Committee on a
quarterly basis for the review. Disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is annexed as "Annexure – IV"
and forms an integral part of this report. The Company has amended the Policy on Dealing
with Related Parties in view of the amendments issued by SEBI and to simplify the process
of transaction approval sought from the Audit Committee. 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.
26. CORPORATE GOVERNANCE REPORT CERTIFICATE
The Company is committed to upholding the highest standards of
corporate governance, aligning with the principles set forth by the Securities and
Exchange Board of India (SEBI). We believe that effective governance is fundamental to
maximizing shareholder value in a legal, 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,
and accordingly, the Corporate Governance Report and the requisite certificate from M/s.
Girish Madan & Associates, Practicing Company Secretaries, regarding compliance with
the conditions of Corporate Governance forms a part of this Report.
Your Company has also been enlisted in the new SEBI compliant redressal
system (SCORES) enabling the investors to register their complaints, if any, for speedy
redressal.
27. 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 March 31, 2025 will be submitted to the Registrar of Companies within the
timelines prescribed under the Act.
28. 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.
29. VIGIL MECHANISM/ WHISTLE BLOWER:
The Company is committed to conducting its business affairs with
fairness and transparency, adhering to the highest standards of integrity, professionalism
and ethical behavior. In Compliance with the provisions of section 177 of the Companies
Act, 2013 and Regulation 22 of SEBI Listing Regulations, The Company has put in place a
mechanism for employees to report to the Management, concerns about unethical behavior,
actual or suspected fraud or violation of the Companies Code of Conduct or Ethics Policy.
The said Policy provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the higher levels of
supervisors, managers including the Chairperson of the Audit Committee The above mechanism
has been appropriately communicated within the Company across all levels and has been
displayed on the Company's intranet as well as on the on the website of the Company
and can be accessed at https://www.quadrantfuturetek.com/
assets/frontend/pdf/policy-on-whistle-blower-and-vigil-mechanism.pdf.
The Audit Committee periodically reviews the existence and functioning
of the mechanism. It reviews the status of complaints received under this policy on a
quarterly basis. The Committee has, in its Report, affirmed that no personnel have been
denied access to the Audit Committee.
30. RISK MANAGEMENT
The Company recognizes that risk is an integral part of the business
and is committed to managing the risks in a proactive and efficient manner. The Company
has well-defined operational process to ensure that risks are identified, and the
operating management is responsible for identifying and implanting the mitigation plans
for operational and process risks. The company periodically assesses the key strategic and
business risks in the internal and external environment along with the costs of managing
such risks and senior management incorporates risk mitigation and treatment plans in its
strategy, business and operational plans. The Company, through such periodical risk
assessments, strives to contain impact and likelihood of the risks within the 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 in a separate section forming part of this Annual Report.
Since the Company doesn't fall under the top 1000 listed entities and is also not a
‘high value debt listed entity' the provisions of constitution of Risk
Management Committee are not applicable to the Company.
31. PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES DETAILS PURSUANT TO
SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014;
In terms of the provisions Section 197(12) of the Companies Act, 2013,
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, none of employee is withdrawing monthly remuneration scaling
between Rupees Eight Lakh and Fifty Thousand per month to One Crore and Two Lakh Rupees
per annum.
The requisite information pertaining to remuneration and other details,
as mandated 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, is provided
in the Annexure -V forming part of this Board's Report.
32. HUMAN RESOURCE
As a people-centric organization, we strongly believe in nurturing a
culture that enables the growth, well-being, welfare and career progression of our
employees. We have a company-wide ethos of caring and sharing with our people and continue
to invest in their learning and development on a regular basis.
We also remain consistently focused on being connected and engaged with
our employees to keep them motivated and inspired, treating them as equal partner in our
growth journey.
As of March 31, 2025, Quadrant employed 315 professionals across
various domains including corporate operations, engineering, R&D, systems design, and
manufacturing. The company has worked hard to build a culture of collaboration,
innovation, and operational discipline. Training programs in embedded systems, safety
protocols, and installation practices were conducted during the year.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN 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 2024-25:
Sr No. Particulars |
Numbers |
| 01 Number of complaints of sexual harassment
received in the year |
0 |
| 02 Number of complaints disposed off during
the year |
0 |
| 03 Number of cases pending for more than
ninety days |
0 |
34. 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 ESOP Regulations'), the Company has introduced Employee Stock
Option Scheme named
"Quadrant Future Tek Limited Stock Incentive Plan, 2024"
to motivate, attract new talent and inculcate the feeling of the employee ownership and
reward employees of the Company.
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 – VI 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 (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the resolution passed by the members 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 In terms of Regulation 12(1) of the SEBI (SBEB & SE)
Regulations, no company can make any fresh grant of employee stock options which involves
allotment or transfer of shares to its employees under any schemes/ plans formulated prior
to its Initial Public Offering ("IPO'') and prior to the listing of its equity shares
("Pre-IPO Scheme/Plan") unless: (i) such Pre-IPO Scheme/ Plan is in conformity
with the SEBI (SBEB & SE) Regulations; and (ii) Such Pre-IPO Scheme/ Plan is ratified
by its shareholders subsequent to the IPO.
Further, as per proviso to Regulation 12(1) of the SEBI (SBEB & SE)
Regulations, the ratification may be done any time prior to grant of new options or shares
under such Pre-IPO Scheme/Plan.
The equity shares of the Company were listed on the National Stock
Exchange of India Limited and BSE Limited on January 14, 2025. Accordingly, in compliance
of Regulation 12(1) of the SEBI (SBEB & SE) Regulations, the Company is seeking
ratification of "Quadrant Future Tek Limited Stock Incentive Plan, 2024"
at ensuing annual general meeting as per the details provided in the Notice of AGM.
35. COMPLIANCE OF THE PROVISIONS RELATING TOTHE MATERNITY BENEFIT ACT
1961.
The Company remains fully compliant with the provisions of the
Maternity Benefit Act, 1961. The Company is committed to supporting the health and
well-being of its employees and continues to foster a supportive and inclusive work
environment for working mothers.
36. FAMILIARISATION PROGRAMME FOR INDEPENDENTDIRECTORS
Details of Familiarization Program for Independent Directors are given
in the Corporate Governance Report, which forms part of this Annual Report.
37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
There were no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's
operations in future.
However, during the financial year 2024-25, the following
orders/actions were taken by the Statutory Authorities, which do not impact the going
concern status or the future operations of the Company:
1. The Company and its Directors proactively filed a suo-moto
adjudication application with the Registrar of Companies (ROC), Chandigarh, on September
04, 2024, addressing the offence of non-appointment of Independent Directors for the
period from January 21, 2022 to 8th March 2024. Consequently, on September 24, 2024, the
ROC imposed a penalty totaling 14 lakhs— 3 lakhs on the Company and 11 lakhs on
the Directors and Key Managerial Personnel (KMP). The Company and the concerned personnel
duly paid the penalty within the prescribed 90-day period and submitted e-form INC-28 to
the Ministry of Corporate Affairs on December 18, 2024 to ensure compliance.
2. Additionally, on 8th August 2024, the Company received an order from
the ROC imposing a penalty of 1.58 crore for a violation of Section 42 of the Companies
Act, 2013— 96 lakhs on the Company and 62 lakhs on the Directors and Company
Secretary. In response, the Company filed an appeal with the Regional Director, Northern
Region, Ministry of Corporate Affairs, on October 07, 2024. As of the date of this report,
the final order in this matter is still awaited.
3. The Company received a settlement order (Bearing No.
SO/PSD/2024-25/8128-8130) on April01, 2025, duly received via e-mail on April 02, 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.
Despite these penalties and material orders, the Company affirms that
they do not impact on its going concern status or future operations.
38. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, 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- VII of this Board's Report.
39. DETAILS OF APPLICATION / ANY PROCEEDINGPENDING 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).
40. 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
The Company has not entered into any one-time settlement with banks or
financial institutions during the year under review. Consequently, there is no requirement
to disclose any differences between the valuation amounts at the time of such settlements
and the valuations conducted when obtaining loans, as no such settlements occurred.
41. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India on Meetings of the Board
of Directors (SS-1) and General Meetings (SS-2).
42. CEO/CFO CERTIFICATION
In terms of the Listing Regulations, the Certificate duly signed by Mr.
Amit Jain, Chief Financial Officer (CFO) of the Company was placed before the Board of
Directors along with the Standalone Audited Financial Statements for the year ended on
March 31, 2025, at its meeting held on May 24, 2025.
43. ACKNOWLEDGEMENT
The Directors of the Company take this opportunity to express their
sincere appreciation and gratitude for the unwavering support and cooperation extended by
the Company's bankers, the Government of India, the Governments of Punjab, and the
various government departments and agencies, particularly the Ministry of Railways. Their
collaborative efforts have been instrumental in the Company's achievements.
The Directors also extend their heartfelt thanks to all employees for
their dedication and valuable contributions throughout the year. Their commitment and hard
work have been vital to the Company's success. Furthermore, the Directors acknowledge
and value the significant contributions made by every member of the QFTL family. Their
collective efforts continue to drive the Company towards greater accomplishments.
|
By order of Board of Directors |
|
For Quadrant Future Tek Limited |
|
Sd/- |
|
Satish Kumar Gupta |
Date: - 29th July, 2025 |
Chairman |
Place: - SAS Nagar, Punjab |
DIN: 06574539 |
|