Directors Report of QVC Exports Ltd.

Mar 31, 2025

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

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Total Income	36,573.20	45,462.68	36,573.20	45,462.68
Total Expenses	35,864.68	44,920.49	35,864.68	44,920.49
Profit or Loss Exceptional before Extraordinary items	708.52	542.19	708.52	542.19
Profit or Loss before tax	708.52	542.19	708.52	542.19
Less: Tax Expenses	154.76	149.44	154.76	149.44
Profit or Loss after Tax	553.80	392.76	553.80	392.76
Other Comprehensive Income	553.80	392.76	553.80	392.76
Add: Share of Profit of Associates	-	-	241.86	212.16
Total Comprehensive Income	553.80	392.76	795.65	604.92

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:

(i)	the steps taken or impact on conservation of energy;
(ii)	the steps taken by the company for utilising alternate
	sources of energy;	NIL
(iii)	the capital investment on energy conservation
	equipment''s;

(B) Technology absorption:

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

(i)	the efforts made towards technology absorption;
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a)	the details of technology imported;
(b)	the year of import;
(c)	whether the technology been fully absorbed;
(d)	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

1.	Foreign Exchange Earnings	Rs. 2,36,71,88,161.3
2.	Foreign Exchange Outgo	Rs. 2,25,59,076.29

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

Name	Designation	Nature of Directorship
Santosh Kumar Das	Chairman	Independent Director
Pramod Kumar Choudhari	Member	Independent Director
Nilesh Kumar Sharma	Member	Managing Director
Abhiraj Kumar	Member	Independent Director

B. Nomination And Remuneration Committee

Name	Designation	Nature of Directorship
Santosh Kumar Das	Chairman	Independent Director
Pramod Kumar Choudhari	Member	Independent Director
Abhiraj Kumar	Member	Independent Director

C. Stakeholder''s Relationship Committee

Name	Designation	Nature of Directorship
Santosh Kumar Das	Chairman	Independent Director
Pramod Kumar Choudhari	Member	Independent Director
Esanoo Kanjilal	Member	Executive Director

Composition of Board of Directors and Key Managerial Personnel

S. No.	Name of director	Designation	Din
1	Nilesh Kumar Sharma	Managing Director	01630995
2	Santosh Kumar Das	Independent Director	09431081
3	Esanoo Kanjilal	Whole-time Director	09802002
4	Pramod Kumar Choudhari	Independent Director	01798251
5	Priti Sharma*	Whole-time Director	02162178
6	Abhiraj Kumar	Independent Director	03041573
7	Madhu Sharma*	Whole-time Director	01631019
7	Arun Kumar Mandal	CFO	-
8	Khushboo Singh	Company Secretary	-

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:

Sl. No.	Date of Meeting	Board Strength	No. of Directors Present
1	03-04-2024	6	6
2	18-04-2024	6	6
3	24-05-2024	6	6
4	29-06-2025	6	6
5	05-08-2024	6	6
6	13-08-2024	6	6
7	15-08-2024	6	6
8	26-08-2024	6	6
9	04-09-2024	6	6
10	14-11-2024	6	6
11	07-12-2024	6	6
12	10-02-2025	6	6

13	11-03-2025	5	5
14	31-03-2025	5	5

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

S. No.	Name of Director	Meetings of Board
		No. of meetings which were entitled to attend	Numbers of meetings Attended
1	Nilesh Kumar Sharma	14	14
2	Santosh Kumar Das	14	14
3	Esanoo Kanjilal	14	14
4	Pramod Kumar Choudhari	14	14
5	Priti Sharma	NA	NA
6	Abhiraj Kumar	14	14
7	Madhu Sharma	12	12

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:

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of cases pending for more than ninety days	Not Applicable
d.	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts
		awareness

		programmes for its employees.
e.	Nature of action taken by the employer or district officer	Not Applicable

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:

Court	Petitioner/ Applicant	Respondent/ In the matter of	Case number
NCLT Mumbai Bench Court IV	Rakhee Jotkar vs. QVC Exports Ltd. and Another	Vedant.com Worldwide Ltd. vs. Karthik Alloys Ltd.	I.A. no. 3355/2024 in C.P. (IB) no. 2119/2019
NCLT Mumbai Bench Court IV	Mrs. Pushpalata Kalangutkar vs. QVC Exports Ltd. and Another	Vedant.com Worldwide Ltd. vs. Karthik Alloys Ltd.	I.A. no. 2275/2024 in C.P. (IB) no. 2119/2019
NCLT Amravati Bench Court I	QVC Exports Ltd.	Shree Girija Alloys & Powers Ltd.	C.P. (IB) no. 15/2025

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.

For and on behalf of the Board
QVC Exports Limited

Nilesh Kumar Sharma Esanoo Kanjilal

Managing Director Whole-time Director

Place: Kolkata (DIN:01630995) (DIN: 09802002)

Date: 11-08-2025

---

Mar 31, 2024

For The Financial Year 2023-24

Yours Directors have pleasure in presenting the Director’s Report of your Company together with the Audited Statement of Accounts and the Auditor’s Report for the period ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

I he summary of financial performance in comparison to the previous year performance is as follows^- -

(Rupees in Lacs)
Particulars	Standalone		Consolidated
	As at 31.03.2024	As at 31.03.2023	As at 31.03.2024	As at 31.03.2023
Revenue imm operations	44598 65	20724.19	44598 65	20724 19
Other Income	864 03	746.95	864 03	746 95
1 otn! Income	45462.68	21471.14	45462.6S	21471 14
Less: [-. x pend i turn	(44920.49)	(21247.68)	(44920.49)	(21247 68)
Profit before Tax	542.19	223.47	542.19	223.47
Less:Provision for Taxation
-Current 1 ax	140.37	47.69	140.37	47 69
-Deferred Tax	9 06	4.30	9.06	4.30
Net Profit/(Loss) for the year after Tax and Before Share of Profit of Associates	392.76	171.48	392.76	171.48
Less: Utilised for Bonus Issue	(420.08)		(420.08)
Add: Share of Profit of Associates	-		212.16	58 84
Less: Share of profit transferred to Minority Interest	-	-
Add: Opening Balance in Statement of Profit and Loss Account	1327 93	988.24	1635 57	1398.63
Add Balance of Erstwhile Transferror Company		168.22	-	-
Add:$hare of Company Ceased to be subsidiary Balance at the end of the vear		-		6 63
Closing Bal. in statement of Profit & Loss ACCn (lilt	1300.60	1327.93	1820.40	1635.57

2. DIVIDEND;

J()24 ^<^^reCt0rS ^^{3Ve n0t recommen}ded any dividend on equity shares for the period ended 31^s! March.

³* TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ----^_------

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (D (.1) OF THE COMPANIES ACT, 2013

No amounts were transferred to the reserves during the period ended 31^st March, 2024.

5. SHARE CAPITAL

During the period under review, your Company issued and allotted 42,00,846 Bonus Equity Shares in the ratio of One (1) fully paid Equity Shares for every One (1) Equity shares held by the shareholders.

For the period ended on March 31, 2024 the Authorized Share Capital of the Company was INR 12,00,00,000/- (Rupees Twelve Crores Only) and the Paid-up Share Capital of the Company was INR 8,40,16,920/- (Rupees Eight Crore Forty Lakhs Sixteen Thousand Nine Hundred and Twenty Only).

6. MATERIAL CHANCES AM) COMMITMENTS, IF ANY, CRITERIA SPECIFY:

The following Material changes occurred during the year:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

7. OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

They are leading producer of Bulk Ferro Alloys like High, Medium and Low Carbon Silicon Manganese and High, Medium and Low Carbon Ferro Manganese. 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.

A majority of our revenue from operations is earned from exporting our products to reputed steel manufacturers in various countries. We are also a supplier of ferro alloys for a lot of reputed Indian manufacturers and therefore in order to maintain such clientele, we are bound to ensure that the products procured by us are of utmost quality and are compliant with the quality requirements of our customers. We deploy independent inspection agencies such as Bureau Veritas, IRA, SGS etc. We also follow up with our customers to ensure that the products supplied to them is of utmost quality. If the event our products face quality issues, we ensure that corrective and preventive steps, wherein we investigate the root cause of the issue, update our customers about our analysis and change suppliers or quality inspection agencies, to ensure that such issues are not repeated. Furthermore, our Company has devised an extensive supplier selection process in order to identify and evaluate the effectiveness and quality of the products manufactured by the suppliers, reduce purchase risk, maximize overall value to the

purchaser, and develop closeness and long-term relationships between buyers and suppliers. Owing to our supplier selection process, we engage with quality manufacturers of our products, in order to stand by our commitments to our customers. We also visit the mines and manufacturing units of our suppliers to ensure that the products are manufactured by following the quality practices.

Owing to our commitment to quality, our Company has received a certificate of registration dated April 8, 2023 from Bureau Veritas (India) Private Limited certifying that the management system of our Company has been found to be compliant with management system standards prescribed under ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018. Our revenues from operations for the Fiscals 2024, 2023 and 2022 were ? 44,598.65 lakhs, ? 20,724.19 lakhs, and ? 12,310.14 lakhs, respectively. Our EBITDA for the Fiscals 2024, 2023 and 2022 were ? 1,071.42 lakhs and ? 441.19 lakhs, and ? 234.02 lakhs, respectively. Our profit after tax for the Fiscals 2024, 2023 and 2022 was ? 604.92 lakhs and ? 230.32 lakhs, and ? 123.39 lakhs, respectively.

8. ANNUAL RETURN

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company’s website at (hltp://www.qvct’roun.com).

9. DETAILS OF SUBSIDIARY/.JOINT VENTURES/ASSOCIATE COMPANY:

As on March 31, 2024 the Company has three associate companies. The disclosure is annexed to this report in AOC-I as Annexure I.

10. AUDIT COMMITTEE

The Company has formed Audit Committee to meet the criteria laid down under Section 177 of the Companies Act, 2013. Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name	Designation	Nature of Directorship
Santosh Kumar Das	Chairman	Independent Director
Pramod Kumar Choudhari	Member	Independent Director
Nilesh Kumar Sharma	Member	Managing Director
Abhiraj Kumar	Member	Independent Director

11. NOMINATION AND REMUNERATION COMMITTEE

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name	Designation	Nature of Directorship
Santosh Kumar Das	Chairman	Independent Director
Pramod Kumar Choudhari	Member	Independent Director
Abhiraj Kumar	Member	Independent Director

12. STAKEHOLDER’S RELATIONSHIP COMMITTEE

Composition of the Stakeholder’s Relationship Committee is in accordance with the requirement of the provisions of the Companies Act, 2013. The Composition is as under:

Name	Designation	Nature of Directorship
Santosh Kumar Das	Chairman	Independent Director
Pramod Kumar Choudhari	Member	Independent Director
Madhu Sharma	Member	Executive Director

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 21 times during the period. These were held on the following dates:

i) 04/04/2023

ii) 03/05/2023

iii) 03/06/2023

iv) 12/06/2023

v) 23/06/2023

vi) 28/07/2023

vii) 24/08/2023

viii) 30/08/2023

ix) 07/09/2023

x) 20/09/2023

xi) 21/09/2023

xii) 03/10/2023

xiii) 28/11/2023

xiv) 05/12/2023

xv) 02/01/2024

xvi) 15/01/2024

xvii) 17/01/2024

xviii) 01/02/2024

xix) 17/02/2024

xx) 04/03/2024

xxi) 22/03/2024

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

* In the preparation of annual accounts for the period ended 31^st March, 2024, the applicable Accounting Standards have been followed.

* The Directors had selected such accounting policies & applied them consistently and made judgment 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 31^st March, 2024 and of the profit of the company for the period 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 accounts for the period ending on 31^st March, 2024 on a “going concern” basis.

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

* The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

Financial Statements for FY 2023-24 have been audited in accordance with Accounting Principles Generally Accepted in India as indicated in Report of the Statutory Auditors.

15. PARTICULARS OF CONTRACTS OR ARRANGEMNENTS WITH RELATED PARTIES:

All related party transactions entered into by your Company during the period were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is not applicable.

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to spending towards Corporate Social Responsibility activities are not applicable to the Company. Hence no Corporate Social Responsibility Committee was formulated.

17. RISK MANAGEMENT:

The Directors of the Company are entrusted with the responsibility of managing and monitoring the risks, if any, which in the opinion of the Directors may threaten the existence of the company and can impact the ability to achieve the objectives the company.

Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risks. Risk arises from achieving business objectives and these risks are identified and prioritized. Risk mitigation activity plans are established and executed as and when need arises.

Periodical reviews are carried out to assess the risk levels.

18 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Pramod Kumar Choudhari has been appointed as Independent Director w.e.f. 4^th April, 2023.

b. Madhu Sharma has been appointed from Non-Executive Director to Executive Director w e f 1^st April, 2022.

c. Pramod Kumar Agarwal has resigned as an Independent Director w.e.f. 2^nd April, 2023.

d. Esanoo Kanjilal has been appointed as Whole-time Director w.e.f. 1^st October, 2023.

e. Abhiraj Kumar has been appointed as an Additional Independent Director w.e.f. 04/03/2024

19. 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 17th 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.

20. COMMENT ON AUDITORS’ REPORT:

The notes on financial statements referred to in the Auditor’s Report are self- explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

21. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors have not reported, any incident of fraud committed in your Company by any of its Officers or Employees, to the Audit Committee and / or to the Board.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has in place Policies including Vigil Mechanism (Whistle Blower), Prevention of Sexual Harassment commensurate to nature and size of business of the Company. Said Policies are also

appearing at (http://www.qvcgroup.com). No complaint and/or alert was received under said Policy. Internal Complaints Committee following provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are also in place and functioning.

23. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy formulated by the Nomination and Remuneration committee of the Company is in conformity with the requirement of Section 178(3) of the Companies Act, 2013. The objectives and key features of this Policy are:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the “Board” or “Board of Directors”) a policy relating to the remuneration of the directors, key managerial personnel and other employees (“Remuneration Policy”).

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

(2) For every appointment of an independent director, evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, preparing a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may: (a) use the services of an external agencies, if required; (b) consider candidates from a wide range of backgrounds, having due regard to diversity; and (c) consider the time commitments of the candidates.

(3) Formulation of criteria for evaluation of independent directors and the Board;

(4) Devising a policy on Board diversity;

(5) Identifying persons w''ho are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out evaluation of every director’s performance (including independent director);

(6) Analysing, monitoring and reviewing various human resource and compensation matters;

(7) Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

(8) Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

(9) Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary;

(10) Carrying out any other functions required to be carried out by the Nomination and Remuneration C ommittee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;

(11) Reviewing and approving the Company’s compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

(12) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable;

(a) To administer the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) including the following:

i. determining the eligibility of employees to participate under the ESOP Scheme;

ii. determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;

i is.date of grant;

iv. determining the exercise price of the option under the ESOP Scheme;

v. the conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct;

vi. the exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;

vii. the specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee;

viii. the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;

ix. re-pricing of the options which are not exercised, whether or not they have been vested if stock option rendered unattractive due to fall in the market price of the equity shares;

x. the grant, vest and exercise of option in case of employees who are on long leave;

xi. allow exercise of unvested options on such terms and conditions as it may deem fit;

xii. the procedure for cashless exercise of options;

xiii. forfeiture/ cancellation of options granted;

xiv. lormulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration:

• the number and the price of stock option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action;

• for this purpose, follow global best practices in this area including the procedures followed by the derivative markets in India and abroad may be considered; and

• the vesting period and the life of the option shall be left unaltered as far as possible to protect the rights of the employee who is granted such option.

(13) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obl igations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme.

(14) Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.

(15) Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.

(16) To consider any other matters as may be requested by the Board; and

(17) To make available its terms of reference and review annually those terms of reference and its own effectiveness and recommend any necessary changes to the Board.

The committee is authorised by the Board to:

(a) investigate any activity within its terms of reference;

(b) seek any information from any employee of the Company or any associate or subsidiary, joint venture Company in order to perform its duties and all employees are directed by the Board to cooperate with any request made by the Committee; and

(c) call any director or other employee to be present at a meeting of the Committee as and when required.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company

(http://www.qvcaroup.coin'').

24. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of section 204 of the Companies act, 2013 and The Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

25. APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND

DECLARATION 1J/S 149(61: "

The Company has appointed Mr. Pramod Kumar Choudhari and Santosh Kumar Das and Abhiraj Kumar as Independent Directors. The Independent Directors have given their Certificate of Independence to the Company stating that they meet the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 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. The Board of Directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same.

26. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantee or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2022-24 is appended in the notes to the Financial Statements that form part of this Annual Report.

27. CQNSEVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN

EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

(0	the steps taken or impact on conservation of energy;	NIL
(ii)	the steps taken by the company for utilising alternate sources of energy;
(iii)	the capital investment on energy conservation

(B) Technology absorption:

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

(0	the efforts made towards technology absorption;
5)	the benefits derived like product improvement, cost reduction, product development or import substitution;
oii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a)	the details of technology imported;
(b)	the year of import;
(c)	whether the technology been fully absorbed;
(d)	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Research and Development.

(Cl Foreign exchange earnings and Outgo:

1.	Foreign Exchange Earnings	Rs. 3,57,81,84,227.05
2.	Foreign Exchange Outgo	Rs. 11,07,30,547.40

28. MANAGERIAL PARTICULARS:

The Company has paid the amount of Rs. 26,70,000/- per annum to Mr. Nilesh Kumar Sharma who is Managing Director of the Company and paid Rs.30,000/- per annum to Mrs. Madhu Sharma, Director of the Company as professional charges.

The remuneration paid to Ms. Khushboo Singh, Company Secretary of the Company during the year is Rs.4,43,000 per annum and Mr. Arun Kumar Mandal, CFO of the Company is Rs. 7,07,000/- per annum.

Particular of employecs-None of the employees draw remuneration of more than that as specified under section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

29. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has devised adequate systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are operating effectively.

30. COST AUDIT

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.

31. GENERAL:

• The disclosure and reporting under Chapter V of the Act relating to “Acceptance of Deposits by Companies: Companies (Acceptance of Deposits) Rules, 2014” are not required to be made as the Company has not entered into any such transactions.

• The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has not issued such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity shares and Issue of Shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued such shares during the reporting period.

• There are no such material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

32. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

33. INTERNAL FINANCIAL CONTROL:

i he Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

34. CODE OF CONDUCT

The Board has adopted a Policy for code of conduct for all Board members and senior management of the company as their responsibility to understand and follow the Code of Business Conduct. The term senior management means personnel of the company who are members of its core management team excluding Board of Directors. Normally the code of conduct reflects general principles to guide employees in making ethical decisions. This Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. The Details Code of Conduct is also available at Company’s Website (http://www.qv cgroun.com).

35. ACKNOWLEDGEMENT

The Board expresses its sincere thanks and appreciation to the Government, its Bankers, Staff members and the Shareholders. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your company.

Your Directors also place on record their gratitude to the Government of India particularly the Income Tax Department, Ministry of Corporate affairs and other government agencies for their assistance, encouragement & cooperation they extended to the Company.