QVC Exports Ltd

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2025.

STATE OF COMPANY'S AFFAIRS

Financial Performance

During the year under review, the Company has reported total income of Rs. 36,573.20 Lakhs for the current financial year as compared to Rs. 45,462.68 Lakhs in the previous financial year. The profit after tax for the year stands at Rs. 553.80 Lakhs as compared to Rs. 392.76 Lakhs in the previous year.

Change in nature of business

There was no change in the nature of business of the company.

Management Discussion and Analysis Report

Our Company is engaged in the business of dealing in ferro alloys, including but not limited to high carbon silico manganese, low carbon silico manganese, high carbon ferro manganese, high carbon ferro chrome

and ferro silicon. We also engaged in the dealing in raw materials for manufacturing of steel. We have devised a unique business model, wherein we procure raw materials required for manufacturers of ferro alloys, such as, manganese ore, chrome ore, coke, and purchase their finished products, being varied categories of ferro alloys and further sell it to domestic and international steel manufacturers. We have created a unique inward and outward model, wherein we procure raw materials for a manufacturer and further sell the finished products of the same manufacturer, thereby creating a wide and reliable customer and supplier base and ability of serving manufacturers at different points of the steel supply chain. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report.

SHARE CAPITAL

Equity Shares

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 10,45,12,920/-. The Company came out with Initial Public Offer (IPO) offering 27,98,400 equity shares of face value ? 10 each ("equity shares") at a price of ? 86/- per equity share (including a securities premium of ? 76/- per equity share) (the "offer price"), aggregating to ? 2,406.62 lacs ("offer"), comprising a fresh issue of 20,49,600 equity shares aggregating to ? 1,762.66 lakhs (the "fresh issue") and an offer for sale of 7,48,800 equity shares by M/s. Matashree Mercantile Private Limited ("the selling shareholder") ("offer for sale") aggregating to ? 643.97 lakhs, out of which 1,40,800 equity shares aggregating to ? 121.09 lakhs will be reserved for subscription by market maker ("market maker reservation portion").

Necessary Applications were made to National Exchange of India Ltd (NSE) for listing and trading of equity shares and accordingly, the Company got listed on 28^th August, 2024.

DIVIDEND

The Board of Directors of the Company have recommended final dividend @5% (Rs.0.5 per equity share of Rs.10/), for the financial year ended March 31, 2025 (Previous Year: Nil), subject to approval of members at the Annual General Meeting (AGM). There is no unclaimed/ unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

RESERVES

During the year under review, your Directors have not proposed to transfer any amount to Reserves. MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2025.

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

(A) Conservation of energy:

(B) Technology absorption:

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

(C) Foreign exchange earnings and Outgo:

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) activities are not applicable to the Company. Hence, no Corporate Social Responsibility Committee was formulated.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantee or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2024-25 is appended in the notes to the Financial Statements that form part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on an arm's length basis and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. There are no materially significant related party transactions during the period under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transactions are given in Notes to Financial Statements.

BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT

Composition of Committees:

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee are constituted in accordance with Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable. The details for the committees are provided below:

A. Audit Committee

B. Nomination And Remuneration Committee

C. Stakeholder's Relationship Committee

Composition of Board of Directors and Key Managerial Personnel

Changes in Directors and Key Managerial Personnel

a. The members of the Company at the Annual General Meeting held on 30^th September, 2024 had approved the appointment of Mr. Abhiraj Kumar (DIN: 03041573) as Non-Executive Independent Director with effect from March 04, 2024.

b. *Mrs. Madhu Sharma ceased to be Director of the Company with effect from March 31, 2025 due to her sad demise.

c. Mrs. Priti Sharma was appointed as Whole-time director with effect from June 4, 2025.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mr. Esanoo Kanjilal (DIN: 09802002), Whole-time Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment.

The brief resume and other details relating to Mr. Esanoo Kanjilal (DIN: 09802002) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees:

The Board met 14 times during the period. These were held on the following dates:

No. of Meetings attended by Each Director during the year:

Details of Audit Committee Meeting is given below:

1) 03-04-2024

2) 13-08-2024

3) 26-08-2024

4) 28-09-2024

5) 14-11-2024

6) 31-03-2025

Details of Nomination and Remuneration Committee Meeting is given below: 1) 28-02-2025

Details of Stakeholders Relationship Committee Meeting is given below:

1) 15-10-2024

2) 27-01-2025

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from all the Independent Directors confirming their independence as per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

As required under Regulation 25(3) of SEBI (Listing Obligation ad Disclosure Requirements) Regulation, 2015 and Schedule IV of the Act, Mr. Santosh Kumar Das, Abhiraj Kumar and Mr. Pramod Kumar Choudhari, the Independent Directors of the Company had a separate meeting held on 13th March, 2025

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for familiarising the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of programmes for familiarisation for Independent Directors are available on the website of the Company www. qvcgroup. com.

Annual Evaluation of Board's Performance

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 / 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;

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; and

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper practice which may adversely impact the image and / or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns. This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported. The said policy is available on the Company's Website i.e. (http: / / www.qvcgroup.com).

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been uploaded on the Company's website (http://www.qvcgroup.com).

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at (http: / / www.qvcgroup.com).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025 the Company has three associate companies. The disclosure is annexed to this report in AOC-I as Annexure A.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS

Statutory Auditors

M/ s Dokania S. Kumar & Co, Chartered Accountants (Firm Registration No. 322919E) were appointed as the Statutory Auditors of the Company from the conclusion of 17^th Annual General Meeting to hold office for a period of five years till the conclusion of the Annual General Meeting to be held in the year 2027, at such remuneration as may be decided by the board in consultation with the Auditors.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The reports issued by the Statutory Auditor on the financial statements of the Company for the year ended March 31, 2025 do not contain any qualification, observation or comment or remark(s) which have an adverse effect on the functioning of the Company and therefore, do not call for any comments from Directors. Further, the Statutory Auditor has not reported any fraud as specified under Section 143(12) of the Act.

Internal Auditors

As recommended by the Audit Committee, the Board of Directors had appointed M/s. B. Nath & Company, Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2024-25 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. RSG & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2024-25 in the prescribed Form MR-3 is appended as 'Annexure - B' to this Board's Report.

In compliance Section 204 of the Companies Act, 2013, the Board at its meeting held on August 14, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. RSG & Associates, a peer reviewed Company Secretaries Firm, as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

As per the Secretarial Audit Report the following remarks has been observed by the Secretarial Auditor:

"The audited financial results of the Company for the half year ended 31^st March, 2025 were not approved and submitted to NSE within the timeline prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015"

Comments of Board on the remarks given by Secretarial Auditor

The aforesaid non-compliance was beyond the control of the management and the same will be taken care in future. Further, the Company has duly paid the fines imposed by NSE for the violation.

COST RECORDS

The Company is not coming under the purview of compulsory cost audit as per the Companies Act, 2013. Therefore, the Cost Audit is not applicable to the Company.

CORPORATE GOVERNANCE

As per the provisions of Regulation 15 (2) of Chapter IV of the Listing Regulations, Regulation 27 shall not apply, in respect of the following classes of companies:

A. The listed entity having paid up equity share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year; and

B. Listed entity which has listed its specified securities on the SME exchange.

In this regard, our Company falls within the ambit of aforesaid exemption (a); hence compliance with the provisions of Regulation 27 (2) of the Listing Regulations are not applicable on the Company. Consequently, our Company is not required to submit Compliance Report on Corporate Governance as per Regulation 27 (2) of Listing Regulations. However, the Company is regularly complying with best corporate governance norms.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

No complaints, pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received, pending, unresolved during the year under review. Further, the Company has complied with the provisions relating to constitution of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women employees are provided maternity leave and other benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961. The Company has also ensured a safe and supportive working environment, including provisions for creche facilities where applicable, in line with statutory requirements.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure - C' forming part of this report.

OTHER DISCLOSURES

Secretarial Standards

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

Following applications has been made under the Insolvency and Bankruptcy Code:

APPRECIATION & ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Company's executives, staff and workers.