Key Decisions and Financial Results

The Board of Directors of Qualitek Labs Limited, at its meeting held on November 13, 2026 (commenced at 2:00 PM, concluded at 9:45 PM), considered and approved the following items:

1. Unaudited Financial Results

Approved the Unaudited Financial Results (Standalone and Consolidated) for the half year ended September 30, 2026. The results were reviewed by the Audit Committee and the Statutory Auditors, J Madan & Associates (FRN: 025913N), who issued an unmodified limited review report.

Standalone Key Figures (₹ Lakh):
  • Revenue from Operations: 4472.08 (H1 FY27) vs 2900.70 (H1 FY26) vs 6762.45 (FY26 Audited)
  • Other Income: 24.17
  • Total Income: 4496.25
  • Total Expenses: 3860.76
  • Profit Before Tax (PBT): 635.49
  • Total Tax Expense: 140.10
  • Net Profit: 495.39
  • Paid-up Equity Share Capital: 1165.20
  • Reserves & Surplus: 13905.25
  • Basic & Diluted EPS (₹): 4.25
Consolidated Key Figures (₹ Lakh):
  • Revenue from Operations: 7226.65 (H1 FY27) vs 5421.38 (H1 FY26) vs 12451.81 (FY26 Audited)
  • Other Income: 80.94
  • Total Income: 7307.59
  • Total Expenses: 6452.48
  • Profit Before Tax (PBT): 855.11
  • Total Tax Expense: 195.10
  • Net Profit: 660.01 (100% attributable to owners)
  • Basic & Diluted EPS (₹): 5.66

2. Alteration of Memorandum of Association (MOA)

Approved the alteration of Clause III(A) (Main Objects) of the MOA. The existing sub-clauses 3 and 4 are to be substituted, and new sub-clauses 3A and 3B are to be inserted to formally include:

  • Testing, inspection, and certification services.
  • Operation as a third-party Inspection Body.
  • Conformity assessment and certification activities.

This alteration is subject to approval by members via a Special Resolution at an Extraordinary General Meeting (EGM).

3. Convening of Extraordinary General Meeting (EGM)

Approved convening an EGM with the following details:

  • Date & Time: Saturday, December 5, 2026, at 11:30 AM IST.
  • Mode & Venue: Physical mode at the Corporate Office, C-40, Sector 57, Noida, Uttar Pradesh – 201301.
  • Cut-off Date: Saturday, November 28, 2026.
  • Remote E-voting: From Wednesday, December 2, 2026 (9:00 AM) to Friday, December 4, 2026 (5:00 PM).
  • Voting at Venue: Voting by ballot paper will be available.

The Notice of the EGM with the Explanatory Statement under Section 102 of the Companies Act, 2013 was approved and was separately submitted to the Exchange on November 13, 2026.

4. Appointment of Scrutinizer and E-voting Agency

  • Scrutinizer: CS Ronak Jhuthawat, Proprietor of M/s Ronak Jhuthawat & Co., Practising Company Secretary.
  • E-voting Agency: Central Depository Services (India) Limited (CDSL).

Other Material Disclosures from Financial Statements

Past Acquisitions (Disclosed in Notes):

1. Acquisition of Interstellar Testing Centre Pvt. Ltd. (ITCPL): Completed in FY26. Acquired 100% shareholding for an aggregate consideration of ₹8,498.99 Lakh. Paid partly in cash (₹3,299.26 Lakh) and balance by allotment of 16,72,531 equity shares of Qualitek Labs (ratio: 6.56 shares for every 1 ITCPL share). ITCPL became a wholly-owned subsidiary w.e.f. September 10, 2025.

2. Acquisition of LabOps Global Pvt. Ltd. (LGPL): Completed in FY26. Acquired 740 equity shares (74% holding) for a consideration of ₹7,400 (face value), paid in cash. LGPL became a subsidiary w.e.f. May 23, 2025.

3. Slump Sale Acquisition: In FY26, acquired a food testing laboratory in Navi Mumbai, Maharashtra, w.e.f. September 1, 2025, for a lumpsum cash consideration of ₹882.00 Lakh. Net assets acquired: ₹662.14 Lakh, resulting in Goodwill of ₹219.86 Lakh.

Accreditation

During FY26, the company obtained NABL accreditation for its second laboratory in Bhubaneshwar, Odisha, w.e.f. October 2, 2025.

Fundraising Plans

The Board, in its meeting on September 22, 2026, approved and shareholders approved via EGM on October 16, 2026, proposals to raise fresh capital through:

1. Preferential Allotment of Equity Shares: Up to 3,86,000 equity shares (FV ₹10) at an issue price of ₹518.55 per share (including a premium of ₹508.55) for an aggregate consideration of up to ₹2,001.60 Lakh, to be paid in cash.

2. Preferential Allotment of Warrants: Up to 5,20,000 fully convertible share warrants at an issue price of ₹518.55 each for an aggregate consideration of up to ₹2,696.46 Lakh, to be paid in cash to Promoter & Promoter Group entities. Warrants are convertible into equity shares at the option of the holder, in one or more tranches, within 18 months from the allotment date.

  • Use of Proceeds: The net proceeds are to be utilized for expansion of existing laboratories, acquisition of laboratories in new territories/segments, working capital, and general corporate purposes.
  • Status: The company is awaiting in-principle approval from BSE Limited for the allotment.

Operational & Segment Information

  • The company has only one business segment: Testing and Inspection Services.
  • It operates in a single geographic segment: Within India.
  • There were no investor complaints pending as of September 30, 2026.

Financial Position (Standalone as of Sept 30, 2026)

  • Total Assets: ₹25,912.68 Lakh
  • Non-Current Assets: ₹20,638.15 Lakh (primarily Property, Plant & Equipment: ₹6,062.36 Lakh; Capital Work-in-Progress: ₹3,999.06 Lakh)
  • Current Assets: ₹3,474.53 Lakh (primarily Trade Receivables: ₹2,846.03 Lakh)
  • Equity: ₹15,070.45 Lakh
  • Non-Current Liabilities: ₹5,303.33 Lakh (primarily Long-Term Borrowings: ₹5,146.79 Lakh)
  • Current Liabilities: ₹5,538.90 Lakh (primarily Short-Term Borrowings: ₹3,174.91 Lakh)

Cash Flow (Standalone H1 FY27)

  • Net Cash from Operating Activities: ₹248.20 Lakh
  • Net Cash Used in Investing Activities: ₹(1,926.82) Lakh (primarily Capex: ₹(1,399.60) Lakh on CWIP; ₹(463.22) Lakh on PPE)
  • Net Cash from Financing Activities: ₹1,491.95 Lakh (primarily from increase in Short-Term Borrowings: ₹1,551.29 Lakh)

Compliance

  • The financial results are prepared in accordance with Accounting Standard 25 (AS 25) and SEBI LODR Regulations.
  • The company is exempt from adopting Ind AS as it is listed on an SME Exchange.