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QGO Finance Limited has announced a series of important decisions taken at its Board of Directors meeting held on October 30, 2026. The company informed BSE Limited about the outcome of the meeting under Regulation 30 of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements Regulations, 2015.

The Board meeting was held from 10:45 AM to 11:00 AM and considered several matters relating to the company's debt instruments, fundraising plans and board composition. The major decisions include approval for raising ₹11 crore through unsecured, unlisted and redeemable non-convertible debentures (NCDs) on a private placement basis, revision of lock-in end dates for 300 existing NCDs and the proposed appointment of Mr. Vijaykumar Agarwal as a Non-Executive, Non-Independent Director.

The proposed NCD issue will comprise 1,100 debentures with a face value of ₹1 lakh each. The company has specified a fixed interest rate of 12% per annum, with interest payable monthly. The proposed instruments will have a tenure of nine years and will not be listed on any stock exchange.

Alongside the fresh fundraising proposal, the Board approved changes to the lock-in end dates of two existing NCD allotments. The revised dates bring the lock-in periods to an end on October 30, 2026, while the original maturity dates of the instruments remain unchanged.

The Board also approved the proposal to appoint Mr. Vijaykumar Agarwal as a director, subject to approval from the Reserve Bank of India (RBI) and the company's shareholders. The company will first submit the required application to the RBI through the PRAVAAH portal under the applicable RBI governance directions.

These decisions are significant for understanding QGO Finance's proposed debt fundraising, its existing debenture arrangements and its plans for board-level changes. The company has disclosed the details of the NCD issue and the proposed director appointment through separate annexures accompanying its regulatory filing.

QGO Finance Approves ₹11 Crore NCD Issue Through Private Placement

One of the main decisions taken at the October 30, 2026, Board meeting was the approval of a proposal to raise funds through the issuance of unsecured, unlisted and redeemable non-convertible debentures.

According to the company's disclosure, QGO Finance proposes to issue 1,100 NCDs with a face value of ₹1,00,000 each. The total proposed issue size is ₹11 crore. The company intends to issue these securities to eligible investors through a private placement process.

The proposed issue may be completed in one or more tranches. This means that the company has retained the flexibility to issue the approved number of debentures in separate portions rather than necessarily allotting the entire proposed issue in a single transaction.

The total issue size of ₹11 crore is calculated by multiplying 1,100 debentures by the face value of ₹1 lakh per debenture. The disclosure does not identify the investors who may participate in the proposed issue. It also does not provide a final allotment date or investor-wise subscription details.

The company has clarified that the issue is being undertaken through the private placement route and is not a preferential allotment. Therefore, the additional disclosures applicable to preferential issues, including investor names and post-allotment subscription outcomes, have been marked as not applicable in the annexure.

The approval represents a proposed fundraising transaction. The Board's approval establishes the company's intention and authority to proceed with the issue, but the filing does not state that all 1,100 NCDs have already been allotted or that the full ₹11 crore has already been received.

Key Details of the Proposed NCD Issue

The company has provided the main terms of the proposed debenture issue in Annexure A of its regulatory announcement.

The proposed debentures are unsecured, meaning that the company has not proposed to create a specific charge or security over its assets for these instruments. The filing explicitly states that the security-related disclosure is not applicable because the NCDs are unsecured.

The debentures are also unlisted. The company has clearly stated that it does not propose to list these securities on any stock exchange. Therefore, the proposed NCDs should not be confused with listed debt securities that are traded on an exchange.

The instruments will be redeemable and will have a stated tenure of nine years. The company has indicated that the date of allotment will be the date on which its Board approves the allotment of the NCDs, or another date that may be determined by the Board and notified to the designated stock exchange.

The company has not specified the final redemption arrangement in detail at this stage. Its disclosure states that the redemption details will be communicated at the end of the nine-year period through the allotment intimation.

12% Annual Interest With Monthly Payments

A major feature of the proposed NCD issue is the fixed interest rate of 12% per annum, with interest payable on a monthly basis.

Under the disclosed terms, the debentures will carry a fixed coupon rather than an interest rate linked to a changing benchmark. The monthly payment schedule means that interest is intended to be paid at regular monthly intervals, as specified in the instrument's terms.

Based on the proposed face value of ₹1 lakh per NCD, a 12% annual coupon represents ₹12,000 in annual interest for each debenture, assuming the instrument remains outstanding for the full year and the stated rate applies to the full face value.

On a simple monthly calculation, this works out to approximately ₹1,000 per month for each ₹1 lakh NCD. For the entire proposed issue of 1,100 NCDs, the aggregate face value is ₹11 crore. At a fixed annual interest rate of 12%, the corresponding annual interest amount would be ₹1.32 crore, assuming all the proposed debentures are issued and remain outstanding for the full year.

The approximate monthly interest amount on the full proposed issue would be ₹11 lakh under the same assumptions.

These calculations are based on the disclosed face value and coupon rate. Actual payment amounts and schedules will depend on the final allotment, applicable instrument terms and the period for which the debentures remain outstanding.

The 12% coupon is an important feature for investors evaluating the proposed NCDs. However, the interest rate should not be considered in isolation. The instruments are unsecured and unlisted, and their repayment depends on the company's ability to meet its financial obligations.

The filing does not provide a credit rating for the proposed NCDs. It also does not disclose an asset-backed security arrangement, because the debentures are proposed to be unsecured.

Nine-Year Tenure and Redemption Details

QGO Finance has specified a nine-year tenure for the proposed NCDs. The tenure will be calculated with reference to the date of allotment, which will be determined by the Board.

The filing states that the date of allotment will be the date on which the Board approves the allotment of the debentures, or another date as may be determined by the Board and notified to the designated stock exchange.

Although the proposed instruments have a nine-year tenure, the company has not provided a specific calendar maturity date in the October 30 announcement. The final allotment date will be important for establishing the maturity timeline.

The company has stated that details relating to redemption will be intimated at the end of nine years through the allotment intimation. The announcement does not specify whether redemption will take place in a single payment or through instalments.

Investors considering the proposed debentures would therefore need to refer to the final allotment communication and the applicable debenture documentation for the complete redemption terms.

The nine-year period also means that the proposed securities are long-tenure debt instruments. Investors should consider the duration of the investment, the unlisted nature of the securities and the absence of asset security while evaluating the terms.

Why the Proposed NCD Issue Matters for QGO Finance

The proposed ₹11 crore NCD issue provides QGO Finance with an additional fundraising route through privately placed debt instruments.

Companies may use non-convertible debentures to raise funds without issuing additional equity shares. Unlike convertible securities, NCDs do not carry an automatic conversion feature into equity shares. Investors receive interest according to the terms of the debenture and repayment according to the agreed redemption conditions.

For QGO Finance, the proposed issue is structured as an unsecured debt fundraising transaction. The company has not proposed to pledge or create a charge over its assets for the NCDs. It has also chosen the private placement route, under which the securities are offered to eligible investors rather than through a public issue.

The proposed amount of ₹11 crore represents the aggregate face value of the securities that the company intends to issue. The company has not disclosed the proposed utilisation of the funds in the announcement. Therefore, the filing does not establish whether the proceeds will be used for lending, working capital, repayment of existing obligations, business expansion or any other specific purpose.

The fundraising proposal should consequently be understood on the basis of the terms actually disclosed: the number of securities, face value, coupon rate, payment frequency, tenure and issue method.

The final outcome will depend on the completion of the private placement process and the allotment of the debentures.

Existing NCDs: QGO Finance Revises Lock-in End Dates

Apart from approving the fresh NCD issue, the Board also approved the revision of lock-in end dates for 300 existing unsecured, unlisted and redeemable NCDs.

These debentures were allotted in two separate tranches during October and November 2025. The original lock-in end dates were in October and November 2028. The Board has now approved bringing forward both dates to October 30, 2026.

Importantly, the company has stated that the maturity dates of the existing debentures will remain unchanged. This means that the revision relates specifically to the lock-in period and does not change the stated maturity dates.

The two sets of existing NCDs are as follows:

The first tranche comprises 100 NCDs allotted on October 24, 2025. Their original lock-in end date was October 23, 2028. The Board has approved revising this date to October 30, 2026, while retaining the maturity date of October 23, 2034.

The second tranche comprises 200 NCDs allotted on November 8, 2025. Their original lock-in end date was November 7, 2028. This has also been revised to October 30, 2026, while the maturity date remains November 7, 2034.

Together, these two allotments represent 300 existing NCDs.

Understanding the Difference Between Lock-in Date and Maturity Date

The distinction between the lock-in end date and the maturity date is important for understanding the company's announcement.

A lock-in period generally refers to a specified period during which the securities are subject to restrictions on transfer, sale or other permitted dealings, depending on the applicable terms. The end of the lock-in period does not automatically mean that the debenture has matured or that the principal amount becomes repayable.

The maturity date, on the other hand, is the date on which the debt instrument reaches the end of its contractual tenure and becomes due for repayment in accordance with its terms.

In QGO Finance's announcement, the Board has revised the lock-in end dates of the two existing NCD allotments to October 30, 2026. However, it has specifically retained the original maturity dates in 2034.

Therefore, the change should not be interpreted as an early redemption of the existing debentures or an immediate repayment of their principal amounts.

For the first tranche, the maturity date continues to be October 23, 2034. For the second tranche, the maturity date continues to be November 7, 2034.

The filing does not provide further details about the commercial reasons for revising the lock-in dates. It also does not state that the maturity dates, coupon arrangements or other economic terms of the existing NCDs have been changed.

The decision disclosed by the company is limited to the revision of the lock-in end dates.

QGO Finance Proposes Appointment of Vijaykumar Agarwal as Non-Executive Director

Another important decision taken at the Board meeting relates to the proposed appointment of Mr. Vijaykumar Agarwal (DIN: 00108710) as a Non-Executive, Non-Independent Director of QGO Finance Limited.

The Board has approved his appointment proposal, but the appointment is subject to two important approvals: approval from the Reserve Bank of India and approval from the shareholders of the company.

QGO Finance has stated that it will submit an application to the RBI through the PRAVAAH portal. The application will be made under the Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions, 2025.

The company has also stated that further disclosure regarding the appointment will be made after receiving RBI approval.

Once the RBI grants its approval, the Board will consider the appointment, subject to the approval of the shareholders.

This means that the October 30 announcement represents approval of the proposal by the company's Board, rather than confirmation that the appointment has already become effective.

The regulatory approval process and shareholder approval remain important steps before the appointment can be completed.

Relationship With the Promoter Group

The company has disclosed that Mr. Vijaykumar Agarwal is related to Mrs. Rachana Singi, Managing Director and promoter of QGO Finance, and Mrs. Deepika Nath, Non-Executive Director who forms part of the company's promoter group.

This relationship has been specifically mentioned in the regulatory announcement.

The disclosure is relevant because the proposed appointment involves a person related to individuals associated with the company's promoter group and board.

QGO Finance has also stated that Mr. Vijaykumar Agarwal is not debarred from holding the office of director by virtue of any order passed by SEBI or any other regulatory or statutory authority.

The company has provided these details as part of its disclosure regarding the proposed appointment.

Who Is Vijaykumar Agarwal? Background and Professional Experience

Annexure B of the company's filing provides a detailed professional profile of Mr. Vijaykumar Agarwal.

According to the disclosure, he is the Founder, Promoter and Chairman of the Creative Group. He is an engineer by qualification and an alumnus of the Veermata Jijabai Technological Institute (VJTI), Mumbai.

He began his business career in 1974, when he commenced the manufacture and export of ready-made garments.

His professional journey has been closely associated with the Indian textile and garment industry. Over the years, he led the Creative Group through a major transformation in its manufacturing operations, including backward integration and diversification into different textile-related activities.

The company profile highlights his experience across manufacturing, processing, exports, industry associations and international business development.

Creative Group's Backward Integration and Manufacturing Expansion

One of the important milestones in Mr. Agarwal's professional career was the transformation of the Creative Group's manufacturing operations.

According to the profile, he recognised the changing business environment following the post-quota period and led the Group towards complete backward integration.

Since 1995, the Group has established facilities covering several stages of textile manufacturing and processing. These include the manufacture of fabric and knitted fabric, processing of yarn, embroidery and printing.

Backward integration involves expanding operations into different stages of the supply chain. In the textile industry, this can include activities ranging from yarn processing and fabric manufacturing to printing, embroidery and finished product development.

The profile indicates that the Creative Group expanded its operations across these activities under Mr. Agarwal's leadership.

This experience gave him exposure to several aspects of the textile value chain, including manufacturing, processing and export-oriented operations.

The filing also states that he has travelled widely across the world for business promotion. Such international exposure has been part of his work in developing the Group's export activities and relationships with overseas customers.

Diversification Into Made-ups and Home Textiles

The Creative Group also diversified into the manufacture and export of made-ups and home textiles under Mr. Agarwal's leadership.

According to the company-provided profile, the Group was among the pioneering firms to enter this area of business.

The Group supplied leading customers in the United States and Europe. This reflects its participation in international textile markets beyond traditional ready-made garments.

The diversification into made-ups and home textiles represented an expansion of the Group's product range and manufacturing activities.

The profile highlights Mr. Agarwal's extensive experience across the manufacture and export of textile products. His work has included different stages of production as well as international business promotion.

This background is central to the professional information provided by QGO Finance in support of his proposed appointment as a Non-Executive, Non-Independent Director.

Leadership Roles in Apparel Export Promotion Council

Mr. Vijaykumar Agarwal has also held several positions in industry associations connected with India's textile and apparel export sector.

The company disclosure states that he served on the Executive Committee of the Apparel Export Promotion Council (AEPC) for more than 20 years.

During this period, he chaired several committees of the organisation, including the Finance Committee and the Quota Advisory Committee.

He also served as the Chairman of AEPC for the year 2006–07.

AEPC is an industry body associated with the promotion of India's apparel exports. Its activities relate to supporting the export sector and representing the interests of the apparel industry.

Mr. Agarwal's long association with the organisation reflects his participation in industry-level activities and export promotion initiatives.

His responsibilities included committee-level leadership and participation in discussions relating to finance and export-related matters.

The company's profile highlights these positions as part of his professional experience in the textile and apparel industry.

Association With TEXPROCIL

Another significant industry position mentioned in Annexure B is his association with The Cotton Textile Export Promotion Council (TEXPROCIL).

According to the filing, Mr. Agarwal served as Chairman of TEXPROCIL for a two-year term ending October 26, 2026.

TEXPROCIL is associated with the promotion of cotton textile exports from India. Its work is connected with the development and representation of the cotton textile export industry.

His role as Chairman placed him in a leadership position within an industry organisation representing India's cotton textile export sector.

The filing also mentions his involvement in several delegations organised by the Ministry of Commerce and Industry and the Ministry of Textiles, Government of India.

These delegations travelled to countries including Japan, the United States and China.

The stated objective of these visits was to promote exports from India and support the upgrading of manufacturing processes and technology.

Such participation forms part of the international and policy-related experience highlighted in his professional profile.

Social and Charitable Activities

Apart from his business and industry association responsibilities, Mr. Agarwal is also associated with several social and charitable institutions.

The company disclosure states that these institutions are engaged in social welfare activities.

He is actively involved in running schools, colleges and hostels.

The profile therefore highlights his involvement in educational and social welfare initiatives alongside his business career.

These details have been included in Annexure B as part of the background information submitted by QGO Finance regarding the proposed director appointment.

RBI Approval and PRAVAAH Application Process

The proposed appointment of Mr. Vijaykumar Agarwal is subject to regulatory approval from the Reserve Bank of India.

QGO Finance has stated that it will submit the necessary application through the PRAVAAH portal under the RBI's Master Direction – Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions, 2025.

The company has not stated that the RBI has already granted approval.

Instead, it has clarified that the application will be made and that further disclosure will follow after receipt of the RBI's approval.

The Board will consider the appointment after the RBI approval is received, and the appointment will remain subject to shareholder approval.

The process therefore involves separate stages:

1. The Board approves the proposal for appointment.

2. The company submits the required application to the RBI through the PRAVAAH portal.

3. The RBI considers the application and communicates its decision.

4. After RBI approval, the Board considers the appointment.

5. Shareholder approval is also required.

The company has disclosed these conditions to clarify that the proposed appointment is not yet unconditional.

The final appointment will depend on completion of the applicable regulatory and shareholder approval process.

What the Board's Decisions Mean for Investors

The October 30, 2026, Board meeting outcome contains three distinct developments for shareholders and investors tracking QGO Finance.

The first relates to the proposed ₹11 crore private placement NCD issue. The company intends to raise funds through 1,100 unsecured and unlisted debentures, each having a face value of ₹1 lakh. The proposed securities will carry a fixed interest rate of 12% per annum, payable monthly, and will have a nine-year tenure.

The second development concerns the revision of lock-in end dates for 300 existing NCDs. Both sets of debentures will have October 30, 2026, as their revised lock-in end date. However, their maturity dates in 2034 remain unchanged.

The third development is the proposed appointment of Mr. Vijaykumar Agarwal as a Non-Executive, Non-Independent Director. His professional background includes leadership experience in the textile industry, garment manufacturing, exports, industry associations and social institutions. The appointment is subject to RBI and shareholder approvals.

These developments should be assessed separately because they relate to different aspects of the company's operations and governance.

The NCD issue is a proposed debt fundraising transaction. The lock-in revision concerns the terms governing existing debt instruments. The director appointment proposal relates to the company's board composition and regulatory compliance.

Important Points About the Proposed NCDs

The proposed NCDs have several features that investors should understand before evaluating the issue.

First, the instruments are unsecured. QGO Finance has not proposed to create a charge or security over its assets for the debentures. This is an important distinction from secured debt instruments, where specified assets may be charged as security.

Second, the instruments will be unlisted. The company has stated that the proposed debentures will not be listed on any stock exchange. Therefore, investors should not assume that they will have the same exchange-based trading access as listed securities.

Third, the coupon rate is fixed at 12% per annum. Interest is proposed to be paid monthly. The stated rate provides information about the contractual coupon, but it does not by itself establish the overall risk or return profile of the investment.

Fourth, the tenure is nine years. The final maturity date will depend on the allotment date and the applicable instrument terms.

Fifth, the issue will be undertaken through private placement. The company proposes to offer the debentures to eligible investors and may complete the issue in one or more tranches.

Finally, the company has not disclosed the proposed utilisation of the funds in this announcement. Investors should therefore avoid assuming a specific purpose for the ₹11 crore fundraising until the company provides further information.

Important Points About the Existing Debenture Lock-in Revision

The lock-in revision is another important part of the announcement.

The company has changed the lock-in end dates of two existing NCD allotments. The first comprises 100 NCDs allotted on October 24, 2025, while the second comprises 200 NCDs allotted on November 8, 2025.

Both sets of instruments will now have October 30, 2026, as their revised lock-in end date.

However, the maturity dates remain October 23, 2034, and November 7, 2034, respectively.

This distinction is important because the revision of a lock-in date should not be treated as a revision of the contractual maturity date.

The announcement does not disclose any change in the maturity dates or state that the debentures are being redeemed early.

Important Points About the Proposed Director Appointment

The proposed appointment of Mr. Vijaykumar Agarwal is subject to regulatory and shareholder approvals.

His disclosed professional background includes more than five decades of experience since starting garment manufacturing and exports in 1974.

His experience includes the development of backward-integrated textile manufacturing facilities, diversification into home textiles and made-ups, export promotion and leadership roles in industry bodies.

He served on the AEPC Executive Committee for more than 20 years, chaired several of its committees and was AEPC Chairman in 2006–07.

He also served as Chairman of TEXPROCIL for a two-year term ending October 26, 2026.

QGO Finance has disclosed his relationship with the company's Managing Director and promoter, Mrs. Rachana Singi, and Non-Executive Director Mrs. Deepika Nath, who is part of the promoter group.

The company has also stated that he is not debarred from holding the office of director by SEBI or any other regulatory or statutory authority.

The appointment will proceed only after the required approvals are obtained.

Regulatory Disclosure and Company Information

QGO Finance made the announcement to BSE Limited under Regulation 30 of the SEBI Listing Regulations.

The company's securities are identified by the following exchange details:

• Company: QGO Finance Limited

• BSE Scrip Code: 538646

• Scrip ID: QGO

• CIN: L65910MH1993PLC302405

• Registered office: 3rd Floor, A-514, TTC Industrial Area, MIDC, Mahape, Navi Mumbai – 400701

• Board meeting date: October 30, 2026

• Board meeting time: 10:45 AM to 11:00 AM

• Signatory: Mrs. Rachana Singi, Managing Director

The company has stated that the announcement is also available on its official website.

Annexure A provides the disclosures relating to the proposed issuance of unsecured, unlisted and redeemable NCDs. Annexure B contains the professional profile of Mr. Vijaykumar Agarwal.

The announcement was signed by Mrs. Rachana Singi in her capacity as Managing Director.

Overall Summary: QGO Finance's October 30 Board Meeting

The Board meeting outcome of QGO Finance Limited dated October 30, 2026 covers a proposed debt fundraising programme, changes to the lock-in dates of existing debentures and a proposed addition to the company's board.

The company has approved a proposal to issue 1,100 unsecured, unlisted and redeemable NCDs of ₹1 lakh each, aggregating to ₹11 crore. The securities will be offered to eligible investors through private placement, in one or more tranches. They will carry a fixed interest rate of 12% per annum payable monthly and will have a tenure of nine years.

The Board has also approved revising the lock-in end dates of 100 NCDs allotted on October 24, 2025, and 200 NCDs allotted on November 8, 2025. The revised lock-in end date for both allotments is October 30, 2026. The maturity dates remain unchanged at October 23, 2034, and November 7, 2034, respectively.

In another important decision, the Board approved the proposal to appoint Mr. Vijaykumar Agarwal as a Non-Executive, Non-Independent Director. His appointment is subject to RBI approval and shareholder approval. The company will submit an application through the PRAVAAH portal under the applicable RBI governance directions.

Mr. Agarwal's profile highlights his experience in the textile and apparel industry, including garment manufacturing, exports, backward integration, home textiles and leadership positions in AEPC and TEXPROCIL.

Overall, the October 30 announcement reflects QGO Finance's proposed fundraising plans and board-level developments. Investors tracking the company should distinguish between the Board's approval of the proposed NCD issue and the actual allotment of securities, as well as between the revision of existing NCD lock-in dates and their unchanged maturity dates. The proposed director appointment also remains conditional upon the required regulatory and shareholder approvals.