Equity Analysis

Directors Report

    Quest Laboratories Ltd
    Industry :  Pharmaceuticals - Indian - Formulations
    BSE Code
    ISIN Demat
    Book Value()
    92906
    INE0TNW01017
    43.8174238
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    QUESTLAB
    23.81
    240.4
    EPS(TTM)
    Face Value()
    Div & Yield %:
    6.16
    10
    0
     

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Particulars

2023-24 2022-2023

Income

Revenue from Operations

8256.28 6164.06

Other Income

22.91 22.54

Total Revenue

8279.19 6186.60

Less: Expenses other than Finance cost and Depreciation

6701.43 5379.61

Profit before finance cost, depreciation & amortization, and tax

1577.76 806.99

Less: Finance Costs

76.40 53.84

Less: Depreciation and amortization expenses

56.78 54.98

Profit before Tax

1444.58 698.17

Less: Tax Expenses

Current Tax

420.67 179.16

Deferred Tax (Assets)/Liabilities

(14.53) (14.51)

Profit for the year

1009.38 504.49

Other Comprehensive Income

- -

Total Comprehensive Income

- -

Earning per equity share

Basic

9.11 46.76

Diluted

9.11 46.76

PERFORMANCE REVIEW & COMPANY AFFAIRS

Durning the year under review, your Company has recorded total revenue (including other income) at Rs. 8279.19 lakhs during the financial year 2023-24 as compared to Rs. 6186.60 lakhs in the corresponding previous financial year which shows 34 % increase in the turnover .

Profit After Tax at Rs 1009.38 lakhs in the financial year 2024 as compared to 504.49 lakhs for the financial year 2023 with YOY growth of 100%

Earnings per share stood at 9.11 on face value of 10/- each.

Profit of your Company has increase due to increase in Turnover of the Company as well as addition in Other comprehensive income as compared to previous year. Hence, as the result of that profit of your Company has increased at robust growth.

DIVIDEND:

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no money lying to unpaid/unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company.

TRANSFER TO RESERVE:

YourCompany did not create any special reserve during the year but has transferred the entire profit after tax for the year of 2023-24 of Rs 1009.38 Lakhs to Reserve and Surplus account of the Company.

LISTING OF THE SHARES.

The Equity Shares of the Company are presently listed at SME-Emerge Platform of National Stock Exchange Ltd. (NSE Ltd) on dated 24th May, 2024_. Further, the Company has paid listing fees to BSE Ltd. for the FY 2024-2025.

Changes in Share Capital:

During the year under review, there was increase in Authorised, Issued, Subscribed and Paid-up Share Capital of the Company:

The Authorised and Paid-up share Capital of the Company as on March 31, 2024 was:

Authorized Capital: -

The Equity Authorized share Capital of the Company on March 31, 2024 was 12,00,00000/- divided into 1,20,00,000 Equity Shares of 10/- each as Compared to the previous year 2,00,00,000 divided into 2,00,000 Equity Shares of 10/- each

Issued, Subscribed & Paid-up Capital: -

The Paid-up Capital of the Company is 11,93,76,000/- divided into 1 ,19,37,600 Equity Shares of 10/- each Compared to the previous 1,07,87,600 divided into 1,07,876 Equity Shares of 10/- each.

SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

Your Company does not have any subsidiaries, associates companies & joint venture companies.

CHANGE IN THE REGISTERED OFFICE:

During the year, there was no change in address of registered office of the Company.

The Registered office of the Company is situated at Plot No. 45 Sector III Pithampur, Pithampur, Dhar, Dhar, Madhya Pradesh, India, 454775

PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the financial year 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There are no loans, investments, guarantees, and security in respect of which provisions of section 185 of the Companies Act, 2013 is applicable. The Company has complied with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable. The particulars of loans, guarantee and investments made during the year under review are disclosed in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Directors state that: ? in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under schedule III to the act have been followed and there are no material departures from the same; ? the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date; ? the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; ? the Directors have prepared the annual accounts on a going concern basis; ? the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

? The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Further, your Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the Year under review, Shri Anil Kumar Sabarwal (DIN: 00646133) was appointed as Managing Director and Smt. Tejaswini Sabarwal (DIN: 09088283) and Shri Rahul Dangi (DIN: 09088127) were appointed as Whole Time Director on 01.01.2024.

During the year Shri Amit Ramesh Chandak (DIN: 09419479), Shri Basant Lal Meghwani (DIN 10459081) and Shri Gautam Kothari (DIN 00115063) were appointed as independent director in Board meeting held on 10.01.2024 and subsequently confirmed in Extra Ordinary General Meeting held on 09.02.2024.

Shri Jayesh Jain appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 01.01.2024. After Closure of Financial Year ..//he have tendered her resignation w.e.f. 01.07.2024.

Shri Ramkrishna Sharma was appointed as Chief Financial Officer of the Company w.e.f 01.01.2024.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Smt. Tejaswini Sabarwal (DIN- 09088283) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

The Board recommends the re-appointment of above Director for your approval. Brief details of Directors proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on date are-:-

Shri Anil Sabarwal

Managing Director

Smt Tejaswini Sabarwal

Whole Time Director

* Rahul Dangi

Whole Time Director

**Shri Jayesh Jain

Company Secretary

Shri R.K. Sharma

Chief Financial Officer

* Resigned w.e.f 02.08.2024 **Resigned w.e.f 01.07.2024

BOARD EVALUATION:

The Company has duly approved and adopted Nomination and Remuneration policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandate by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 as applicable on the Company. The Independent Director in their separate meeting held on 10th March, 2023 have reviewed the performance of Non-Independent Directors and Board as a whole alongwith review of quality, quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.

INSURANCE:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

NO DEFAULTS:

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

RELATED PARTY TRANSACTIONS:

The Company has not entered into any material contracts, with the related parties during the year 2023-24 and other contracts or arrangements were in the ordinary course of business on arm’s length basis. Therefore, there is no particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 which needs to disclose in the prescribed form AOC-2 and may be treated as not applicable. However, the particulars of related parties transaction have been disclosed in the note no. B-5 of the Notes to Accounts of financial statements for the year ended under review.

INTERNAL FINANCIAL CONTROLS:

Your Company's system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable Indian Accounting Standards, the Companies Act, 2013 and Rules made thereunder and all other applicable regulatory/ statutory guidelines etc. As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT PLAN:

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. Your Company recognizes that the risk is an integral part of business and is committed to managing the risk in proactive and efficient manner. The Company had adopted Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management.

The management is however, of the view that none of the risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case of any of these risks materialize. The risk management framework is reviewed periodically by the Board and Audit Committee. The details of risks and other concerns are included in the Management Discussion and Analysis Report which is the part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Management Discussion and Analysis Report is appended to and forms part of this Report.

CORPORATE GOVERNANCE:

Your Company is listed on the NSE Emerge and exempted from provisions of corporate governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that your Company is committed to maintain the highest standards of Corporate Governance.

CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in ANNEXURE –I to this Report.

ANNUAL RETURN:

In compliance with provision of sec 92(3) & sec 134(3)(a), the annual return of company for the FY ended 31st March, 2024 has been uploaded on website of the company and web link of same is https://www. questlabltd.com.

MEETING OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board meeting is circulated to all the Directors as per the provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board meets 14 (Forteen) times in the Financial Year 2023-24 viz., 04.04.2023, 07.07.2023, 25.07.2023, 04.09.2023, 30.09.2023, 22.11.2023, 01.01.2024, 10.01.2024, 29.01.2024, 31.01.2024, 02.02.2024, 29.02.2024, 12.03.2024 and 30.03.2023. The time gap between the two meetings was within the maximum permissible/extended time gap as stipulated under Section 173(1) of the Companies Act, 2013. During the year under review One (1) meeting of Independent Directors was held on 10th March, 2024.

COMMITTEES OF THE BOARD:

The Board of Directors has the following committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their composition, number of the meetings and attendance at the meetings are as follows:

Audit committee:

Your Company has constituted Audit Committee as per section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises of the following Members as on 31st March, 2024. The Meeting of Audit Committee held on 29.02.2024

Name of the Directors

Nature of Directorship

Designation in Committee

Number of Meetings

Attendance

Shri Amit Ramesh Chandak

Non-Executive Independent Director

Chairman 1 1

Shri Gautam Chand Kothari

Non-Executive Independent Director

Member 1 1

Shri Anil Kumar Sabarwal

Chairman & Managing Director

Member 1 1

Stakeholders’ Relationship Committee:

YourCompany has constituted a Stakeholders' Relationship Committee in accordance with the section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, to redress complaints of the shareholders. The Stakeholders' Relationship Committee comprises the following Members as on 31st March, 2024:

Name of the Directors

Nature of Directorship

Designation in Committee

Number of Meetings

Attendance

Shri Basant Lal Menghwani

Non-Executive Independent Director

Chairman

0 NA

Shri Gautam Chand Kothari

Non-Executive Independent Director

Member

0 NA

Shri Anil Kumar Sabarwal

Chairman & Managing Director

Member

0 NA

Nomination and Remuneration Committee:

Your Company has constituted a Nomination and Remuneration Committee in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; The Nomination and Remuneration Committee comprises of the following Members as on 31st March, 2024.

Name of the Directors

Nature of Directorship

Designation in Committee

Number of Meetings

Attendance

Shri Basant Lal Menghwani

Non-Executive Independent Director

Chairman

0 NA

Shri Gautam Chand Kothari

Non-Executive Independent Director

Member

0 NA

Shri Amit Ramesh Chandak

Non-Executive Independent Director

Member

0 NA

Corporate Social Responsibility Committee:

Your Company has constituted a CSR Committee in accordance with the provisions of section 135 of Companies Act, 2013. The CSR Committee as on 31st March, 2024 comprises the following Members:

Name of the Directors

Nature of Directorship

Designation in Committee

Number of Meetings

Attendance

Shri Anil Kumar Sabarwal

Chairman & Managing Director

Chairman 0 NA

Smt. Tejaswini Sabarwal

Whole Time Director

Member 0 NA

Shri Basant Menghwani

Non-Executive Independent Director

Member 0 NA

NOMINATION &REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act, 2013, the rules made there under and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and for determination of their remuneration.. The Nomination & Remuneration Policy duly approved by the Board has been posted on the Company’s website www.questlabltd.com and annexed herewith as ANNEXURE-II to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine concerns or grievances. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Besides, as per the requirement of SEBI (Prohibition of Insider Trading) Regulations as amended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees aware of such Whistle –Blower Policy to report instances of leak of unpublished price sensitive information. This policy may be accessed on the Company’s website, at web link: http://www.questlabltd.com/Whistle-Blower-Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is annexed herewith as ANNEXURE -III to this Report.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the requirement under Section 135 of Companies Act, 2013, and the rules made thereunder, read with schedule VII of the Companies Act, 2013, the Company has constituted CSR Committee and framed Policy for CSR indicating the activities to be undertaken by the Company. The CSR policy of the Company is annexed herewith as ANNEXURE- IV. The Company had undertaken CSR activities in the areas of promoting education, Health Care and social welfare.

The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ANNEXURE- V to this Report.

CREDIT RATINGS:

During the period under review yourcompany has not obtained any credit rating.

AUDITORS:

a. Statutory Auditors

M/s. Shyam S. Gupta & Associates, Chartered Accountants (Firm Registration No. 007309C), were reappointed as Statutory Auditors of the Company at the Annual General Meeting held on 31st December, 2020, for the next term of 5 consecutive years from the conclusion of 22nd Annual General Meeting till the conclusion 27th Annual General Meeting to be held in the year 2025.

The Auditors Report 2023-24 specified that financial statements of the Company have been prepared in accordance with Accounting Standards as notified under Section 133 of the Companies Act, 2013 and does not contain any qualification, reservation or adverse remark or disclaimer, and no explanation on the part of the Board of Directors is called for.

b. Cost Auditor

M/s. Saurabh Parekh & Associates, Cost Accountants, Indore, (Mem. No. 24706) has been appointed as Cost Auditors of the Company to conduct audit of cost accounting records of the Company for the financial year ended 2024-2025.

Further, the Board on recommendation of the Audit Committee has appointed them as the Cost Auditor of the company for the financial year 2023-24 under Section 148 and all other provisions of the Companies Act, 2013. They have confirmed their eligibility for the said appointment.

Further, in compliance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting of the remuneration payable to the Cost Auditors for the Financial Year 2024-25.

c. Secretarial Auditor

The Secretarial Audit Report for the financial year ended 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is self-explanatory and therefore do not call for any explanatory note and the same is annexed as ANNEXURE-VI to this report.

Further, in compliance with provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company, on the recommendation of Audit Committee, has re-appointed M/s. Shilpesh Dalal & Co., Company Secretaries, Indore (C.P. No. 4235) to undertake the Secretarial Audit of the Company for the financial year 2024-25. They have confirmed their eligibility for the said re-appointment.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company, on the recommendation of Audit Committee, re-appointed M/s Sumit Patni, as an Internal Auditor of the Company for the financial year 2024-25.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has a Prevention of Sexual Harassment Policy in force in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to ensure a safe, secure and friendly work environment where employees will deliver their best without any inhibition, threat of fear. The company has constituted Internal Complaints Committee as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were reported during the year under review under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, your Company had not received any complaint.

COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE UNDERPRIVILEGED/DISADVANTAGED SECTION OF THE SOCIETY:

The people are recruited in the Company on the basis of their qualification/eligibility and merits without any discrimination against their gender, religion, caste, colour, ancestry, marital status, nationality and disability, and among equally qualified individuals, preference are given to people from the disadvantaged groups. The Company also conducts training programme from time to time for up-skilling, training of employees from socially disadvantaged sections of society.

ENVIRONMENT & SOCIAL CONCERN:

Your Company is committed to build business with save energy and save environment. In line of this, the Company had set up the wind mill and solar plant that generates electricity and contributed to displace emissions from the nation’s coal-fired power plants and eliminates the nation’s major source of acid rain,

reduce total emissions of CO2.

Your Company is committed to the sustainable use of all natural resources and minimizes waste at source and recycles where possible. Considering the scarcity of natural resources, the Company continue to maintain "Rain Water Harvesting System" at the factory premises at Pithampur, resulting in saving water and recharging of ground water consequently.

By providing such assistance, the company has demonstrated its commitment to education and its belief in the power of knowledge to transform lives. This initiative not only honors the legacy of the late founder but also serves as a testament to the company's values and its dedication to making a positive impact on society.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

The company got its equity shares listed on SME-Emerge Platform of NSE on 24th May, 2024.

There are no other material changes and commitments, affecting the financial position of the Company which have occurred after 31st March, 2024 till the date of this report.

There has been no change in the nature of the business of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS:

There is no commission paid or payable by the company to the managing director or the whole time directors

ISSUE OF SHARES DURING THE YEAR:

The company issued 9,70,8840 shares as bonus shares on 30.09.2023 and 11,50,000 Shares as rights shares on 01.01.2024, during the year under review.

The company has also passed a resolution for authorisation to come up with public issue and get its shares listed on SME Emerge Platform of NSE.

CYBER SECURITY:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company’s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

GENERAL:

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

-Details relating to deposits covered under chapter V of the Companies Act, 2013

-No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that:

-The accounts and cost records as required to be made and maintained by the Company as specified under sub-section (1) of Section 148 of the Companies Act, 2013, were made and maintained by the Company during the year 2023-24.

-In terms of the provisions of Section 134(3) (ca) of the Companies Act, 2013, there were no fraud committed against the Company by any person under Section 143(12) during the year 2023-24. Further that there were no frauds which needs to be reported by the Auditors of the Company to the Central Government.

ACKNOWLEDGEMENTS:

Your Directors would like to gratefully acknowledge all stakeholders of the Company viz: customers, dealers, suppliers, banks, shareholders and other business associates for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company’s well-being.

For and on behalf of the Board of Directors

Quest Laboratories Limited

Place: Pithampur

Date: 2nd August, 2024

Anil Kumar Sabarwal

Tejaswini Sabarwal

Managing Director

Whole Time Director

(DIN:00646133)

(DIN:09088283)