Directors Report of QGO Finance Ltd.

Mar 31, 2025

Thfe Board of Directors (the "Board") of QGO Finance Limited are delighted to present the
32-n (Thirty Second) Annual Report along with Audited Financial Statement as on March 31,
2025, Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended
March 31, 2025, in compliance with Indian Accounting Standards (lnd AS).

1. Financial Summary and Operational Performance:

The Audited Financial Statements for the financial Year ended March 31, 2025 ("year
under review"), forming pari of this Annual Report, have been prepared in accordance
with the Indian Accounting Standards (hereinafter referred to as "lnd-AS") prescribed
under Section 133 of the Companies Act, 2013 and other recognized accounting practices
and policies to the extent applicable. Necessary disclosures with regard to lnd-AS reporting
have been made under the Motes to Financial Statements. The Company''s brief
performance during the financial year under review as compared to the previous financial
year is summarized below:

2023-24	Description	2024-25
14,04,49,701	Revenue from Operations	“[6,40,27,905
4,99,488	Other income	2,13,722
L4,09,49,J 89	Total Revenue	16,42,41,626
10,72,91,243	Less: Lxpenses	12,40,70,965
68,19,606	Less: Amount transferred lo NBFC Reserve Fund	80,83,550
3,36,57,946	Profil/fLoss) “Before Tax	4,01,70,662
84,71,032	Less: Current Tax	1,04,98,600
2,35,906	Deferred Tax	(8,83,831)
(15,87,719)	Prior vear''s Tax/interest	(1,06,323)
2,65,38,727	Profit after Tax	3,06,62,216

Note:

1. PrcnhHis year''s figures hiwe hceu regrouped/redassijie4 wherever nccessnnf to correspond rAtJr
ific current \/c

For ihe Financial year ended March 31, 2025, tire Company has reported a Turnover of
Rs. 16,42,41,626/- as compared to the previous financial year ended March 31, 2024 of
R$. 14,(>9,49,189/-, which constitutes a growth of 16.53% in turnover whereas the Net Profil
stood at Rs. 3,06,62,216/’ for the year under review as compared to a profit of
Rs. 2,65,38,727/- for fire previous financial year.

More details on the financial statements of the Company along with various financial
ratios are available in the Management Discussion fir Analysis Report forming part of this
report.

2, State of Company''s Affairs and Business Overview:

The Company is classified as Category ''IV Non-Ranking Financial Institution by the
Reserve Bank of India (RRI), wherein it is permitted to carry on the business of a Non¬
Banking Financial Company without accepting deposits from the general public.
Further, in accordance with the Scale Based Regulations issued by RBI, the Company is
classified as n Base Layer NBFC (NBFC-BLj

The Company provides a wide range of products to its customers such as:

> Cooperative Housing Society Loans;

> Projeet Loans;

> Business Loans;

> Retail Loans; and

> Loan Against Property.

Along with the products, the Company also provides a diverse range of services to its
customers, which are:

> Providing services of lending money for any term that may be thought fit and
particularly lo customers or other person or corporation having dealing with the
company. However, the company does not carry on the business of banking as
defined under the Banking Regulation Act, 1949 or any amendment thereto.

> We otter service/fun ding tor Project loan, peripheral tier-1 satellite cities (presently
in MMIt),

> Providing consultancy and advisory services to clients in the field of financing.

KEY ADVANTAGES OF WORKING WITH USf

> Our loans are typically refinanced with a larger NBTC loan. Typically, the first line
of financing for the developer (prior to larger NEPCsand banks.)

> Improving credit access, Infrastructure building, skill development and technology
assistance for retail loans, loans against property, business loans.

> Our Loan Against Property can be used for expansion of business and other projects
and meeting the credits of business and bona fide needs and also useful to facilitate
the renovation or repair/extension purposes in the house or flat.

> An innovative way to expand business by using the same property to finance the
business capital needs and then, expanding the business, It is an austere and
efficient way of leveraging one''s source of income,

> An easy and quick process for documentation with minimal paperwork and
disbursal of loan amount in quick time,

> We understand the importance of timely financing in the success of a business,, and
offer our clients customised solutions that help maximize their business
opportunities. A dedicated QGO Relationship Manager partners with clients to
evaluate their funding needs such as capital expenditure working capital, business
expansion and works on structuring a tailor-made solution that works best to meet
their evolving needs.

3. Transfer tu Reserves;

The Company has not transferred any amount to the General Reserve, However, the
entire profit has been retained in the Profit and Loss Account, except for a sum of
Rs, 0D,83,55D/yy which has been transferred to the "NI5FC Reserve Fund" maintained by
the Company in compliance with Section 454C (1) of the Reserve Bank of India Act 1934,
which requires every Non-Banking Financial Company (NBFC) to transfer a sum not less
than 20% of its net profit each year to such reserve fund,

4. Dividend:

The Company had declared Four (4) Interim Dividends for the Financial Year 2024-25
amounting to total Dividend of Rs. 41,71,680/- for the entire year. The payment of
dividend is subject to the approval ot members at the ensuing Annual General Meeting
(the "ACM") of the Company,

§, Capital Expenditure:

During the year, the Company added and put to use Rs. 43,19,801./- towards new fixed
assets. The net fixed assets as on March 31; 2025 stood at Rs. 46,61,669/- as compared to
Rs. 21,71,311/- as on March 31, 2024. The Company has provided depreciation of
Rs, 18,29,443/- for the year,

6. Human Resource Management

Employes are the most valuable and indispensable asset fora Company, The Company
lias always been proactive in providing growth, learning platforms, safe workplace and
personal development opportunities to its workforce, Human Resource Management
plays a very important role in realizing the Company''s objective. The Company is
managed by the active involvement of the promoters along with strategic inputs from a
well-diversified and competent board and management,

As on March 31,2025 the Company had 12 employees on its rolls at various organizational
levels.

Our Company is committed to maintain the highest standards of health, safely and
security for its employees and business associates and to operate in a healthy and safe
environment.

7. Resource Mobilisation:

The source of finance of the Company comprises equity share capital, debt securities
(Transferable Un-secured Unlisted Non “convertible Debentures, and loans from banks
and financial institutions.

ii Private Placement of Debentures:

During the year, the Company raised a total of Rs 11,00,00,000 (Rupees Eleven
Crore only) through the issuance of transferable, unsecured, unlisted non¬
convertible debentures on a private placement basis. Out of the total
Rs. 4,00,00,000 (Rupees Four Crore only) were redeemed/returned during the
year,resulting in a net inflow of Rs. 7,00,00,000 (Rupees Seven Crore only) at a face
value of Rs. 1,00,000/- each.

ii. Share Capital;

Share Capital	Amount
Authorised Share Capital	During the year under review'', there has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. As on March 31 r 2025 the Authorized Share Capital of the Company was 1,00,00,000 Equity Shares of Rs. 10/- each amounting to Rs. 10,00,00,000 (Rupees One Hundred Million only).
Issued, Subscribed and Paid up Share Capital	As on March 31, 2025 the Issued, Subscribed and Paid up Share Capital of the Company is 69,52,800 Equity Shares of Rs. 10/- each amounting to Rs. 6,95,28,000 (Sixty-Nine Million Five Hundred Twenty-Eight Thousand only).

Credit Rating:

During the year under review, the Company has not obtained any credit rating, as il is
not man da tori ly required under applicable regulatory guidelines.

8. Performancertf Subsidiarie s,. Associatea and Joint Venture Companies;

During the year under review, the Company did not have any subsidiary, associate, or
joint venture.

9ii Deposits;

The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e.,
acceptance of deposit, are not applicable. Further, the Company is registered as non¬
deposit taking NBFC-BL with the RBI and Company lias not accepted any deposits
during tire year under review.

10. Board of Directors £¦ Key Managerial Personnel;

Board of Directors (BOD):

The Board ol Directors hold a fiduciary position and is entrusted with lire responsibility
to act in the best interests of the Company. The Board at its meetings deliberate and
decide on strategic issues including review of policies, financial matters, discussion on
business performance and other critical matters for the Company. Committees
constituted by the Board focus on specific areas and take informed decisions within the
framework of the delegated authority and responsibility and make specific
recommendations to the Board on matters under its purview. Decisions and
recommendations of the Committees are placed before the Board for consideration and
approval as required,

t he Composition of Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Non-Independent Director and Non¬
Executive Independent Directors including Women Directors in accordance with the
provisions of Companies Act, 2013. All the Directors have rich experience and
specialized knowledge in sectors covering law, finance, accountancy and other relevant
areas.

As oil March 31, 2025, the Board consists of 5 (Five) directors including 3 (Three) women
directors. Tire Chairman of the Company is an independent Director. The profile of all
the Directors can be accessed on the Company''s website at

h i t ps: / / q gof i n a nee ,co n l / ou r-ma na i?em en t /

None of the ^rectors of the Company have incurred any disqualification under Section
164 (1) & (2) of the Act read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2(114, All the Directors have confirmed that they are not
debarred from accessing the capital market as well as from holding the office of Director
pursuant to any order of Securities anti Exchange Board of India or Ministry of Corporate
Affairs or any other such regulatory authority. In the view of the Board, all the directors
possess the requisite skills, expertise, integrity, competence, as well as experience
considered to be vital for business growth.

The Company''s Key Managerial Personnel, comprising the Managing Director, Chief
Financial Officer, and Company Secretary- play a critical role in the day-to-day
management and administration of tire Company''s operations, They are responsible for
ensuring robust internal controls, statutory'' and regulatory compliance, financial
discipline, and effective execution of the Hoard''s strategics and directives,

The KMT’s possess the necessary professional qualifications, experience, and expertise
required for their respective roles and Tunc lion under tire overall supervision and
guidance of the Board of Directors. They regularly interact with the Board and its
Committees to provide insights, updates, and clarifications on key operational and
regulatory matters. The Company ensures that the appointments of its KMPs are in
compliance with the applicable provisions of the Companies Act, 2013 and relevant rules
framed thereunder.

11. Board of Directors:

a. Composition of the Board:

The Board of Directors of the Company comprises 5 (Five) Directors, including one
Managing Director and four Non-Executive Directors. Out of the fouT Non-Executive
Directors, two are Independent Directors, 1 he composition of the Board, the positions
held, their directorship in the Company, and other re levant details are provided below;

Sr. No.	Name of the Directors	Category	Date of Appointment
1.	Rear Admiral Vineet Bakhshi (Retd)	Independent Director^ Chairman	01/0S/2G1S
2.	Mrs. Rachana Singi	Managing Director	29/09/2018
3.	Mr. Vi rend ra Jain	independent Director	28/07/2013
4.	Mrs. Seema Pathak	Non-Executi\re Director	01/OH/2018
5.	Mrs. Decpika Nath	Non-Executive Director	30/01/2023

b. Directors or Key Managerial Personnel appointed or resigned during the year:

During the financial year 2024-25 there has been no change in the composition of the
Board of Directors and key managerial personnel.

c. Board M ce t i ng Details:

Your Board meets at regular intervals lo discuss and decide on business
strategies/policies and review the Company''s financial performance. 13 (Thirteen)
Board Meetings were held during the year ended March 31, 2025, The Board
meetings were held in hybrid modei.e., physically and virtually in accordance with
the applicable provisions of the Act. The gap between two Board Meetings did not
exceed 120 days. The details relating to Board Meeting held (.luring the year and the
attendance of Board members in meeting are as under.

Sr.	Date of Board Meeting	Board	No. of Directors
No.		Strength	Present
1.	April 09, 2024	5	4
2.	May 13, 2024	5	5
3.	June 04, 2024	5	4
4.	July 19, 2024	5	4
5,	July 29, 2024	5	5
6.	September 20, 2024	5	3
7.	November 04, 2024	5	5
8.	January 13, 2025	5	3
9.	February 10, 2025	5	5
10.	February 18, 2025	5	4
n.	March 31,2025	5	4

Meeting of Independent Directors:

As required under the Companies Act, 2013, a separate meeting of the Independent
Directors was held during the year on March 11, 2025, without the attendance of
Non-Independent Directors and members of the management.

At the meeting, the Independent EJirectors reviewed the performance of the Non¬
Independent Directors, the Board as a whole, and the Chairperson, and also
assessed the quality, quantity, and timeliness of information flow between the
management and the Board. The same is also disclosed in the corporate governance
report of the Company.

d. Retire meat by Rotation:

In terms of Section 152 of the Act and the Articles of Association of the Company,
Mrs. Deepika Nath (Holding DIN: 00843292), retires by rotation at the ensuing
Annual General Meeting and being eligible offers herself for reappointment. In the
opinion of the Directors, Mrs. Dcepika Nath possesses requisite qualification and
experience and therefore, your Directors recommend her reappointment in the
ensuing Annual General Meeting.

1.2. Key Managerial Personnel:

As on March 31, 2025, the following individuals have been designated as Key Managerial
Personnel ("KMP") of the Company, in accordance with the provisions of Sections 2(51)
and 203(1) of the Companies Act, 2013, read w ith Rule 8 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No	Name	Designation
1,	Mrs. Rachana Singi	Managing Director
2.	Mr. Alok Pathak	Chief Financial Officer
3.	Ms. Urmi Joiser	Company Secretary, Compliance Officer & Chief Operating Officer

During the financial year 2024-25 there has been no change in the composition of the key
managerial personnel,

15. Declaration by Independent Directors:

The Company has received necessary'' declarations/ disclosures from each Independent
Directors of the Company under Section 149(7) of the Act that they fultil the criteria of
Independence as prescribed under Section 149(6) of the Act and have also confirmed 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 judgement and without any external influence,

[''he Independent Directors have also confirmed that they have registered themselves
with the Independent Director''s Data base maintained by the Indian Institute of Corporate
Affairs, All the Independent Directors have qualified in the online proficiency self¬
assessment test or are exempted from passing the test as required in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014,

None of the Directors of tire Company are disqualified tronr being appointed as Directors
as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification^) and or re-enactment(i); thereof for the time being in force) or are
debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry
of Corporate Affairs ("MCA") or any other such statutory authority,

All the Directors of the Company have confirmed that they satisfy the ''Fit and proper''
criteria as prescribed under Chapter XI of Master Direction - Reserve bank of India (Non¬
banking financial Company - Scale Based Regulation) Directions, 2023,

All members of the Board and Senior Management have confirmed compliance with the
Code of Conduct for Board and Senior Management for tire financial year 2024-25.

Further, based on these disclosures and confirmations, lire Board is of the opinion that
the Directors of tire Company are distinguished persons with integrity and have
necessary expertise and experience to continue to discharge their responsibilities as the
Directors; of the Company*

Compliance with Code uf Conducts

All the Directors and Senior Management Personnel have affirmed compliance with the
Code of Conduct of the Company for the financial yea r 2024-25. A declaration signed by
the Managing Director in this regard forms part of the Annual Report,

14. Director E-KYC:

Pursuant to the requirement prescribed under the Companies (Appointment and
Qualification of Directors) Rules, 2014. the Directors with active Director Identification
Number need to file an e-form DZR-3 KYC annually on the MCA portal verifying their
mobile number and personal email address. All tire Directors of the Company have
complied with the KYC registration on the MCA portal for FY 2024-25.

15, Directors & Officers Liability Insurance;

The Directors and officers (D&G) insurance is liability insurance which covers or protects
Directors, officers and Employees of the Company from claims which may arise from
decisions and actions taken while serving their duty⁷,

During FY 2024-25, the Company has taken Directors &n officers Liability Insurance for all
its Board of Directors and members of Senior Management lor such quantum and risks as
determined by the board.

1G. Company''s Policy on appointment ami Remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel and other employees;

On the recommendation of the Nomination and Remuneration Committee, the
Company has formulated and adopted a Nomination and Remuneration Policy which
is in accordance with the Act and applicable Regulations. The Policy aims to attract
retain and motivate qualified people at the board and senior management levels and
ensure that the interests of Retard members & senior executives are aligned with the
Company''s vision and mission statements and are in the long-term interests of the
Company.

The Nomination and Remuneration Policy of the Company has been designed with the
following basic objectives:

a. To set out a policy relating to remuneration of Directors, Key Managerial Personnel,
Senior Management Personnel and other employees ot the Company.

b. To formulate criteria for appointment of Directors, Key Managerial Personnel and
Senior Management Personnel.

c. To formulate the criteria for determining qualification, competencies, positive
attributes and independence for appointment of a director.

The Policy is available on the website of the Company at https://q ggjinance.com/code-
and-policies/

Succession Planning;

[''he Companv follows an interna3 succession planning framework to ensure continuity in
Leadership and efficienL management, Aithough not mandatorily required, a Succession
Planning Policy for the board and Senior Management has been voluntarily adojpLed by
tire Company.

17. Committees:

The constitution of the Board Committees is in compliance with the applicable
provisions of the Companies Act, 20 J 3, the relevant rules made thereunder, and the
Articles? of Association of the Company. The Board has constituted the Audit
Committee, Nomination and Remuneration Committee, Admin Committee,
Stakeholders Relation sit ip Committee, and Risk Management Committee to focus on
specific areas/activities requiring closer review and to establish an appropriate
structure for discharging its responsibilities effectively.

The provisions of the Companies Act, 2013, the SEB1 (Listing Obligations and
Disclosure Requirements) Regulations, 201?, and the applicable guidelines issued by
the Reserve Bank of India (RBI) mandate the formation of certain Board-level
Committees to facilitate efficient functioning, effective delegation, anil to promote
transparency in Lhe Company''s governance practices. Accordingly, the Committees
constituted by the Board are as follows:

A. Audit Com mittee:

Pursuant to Section 177 of the Act, tlie Board has formed an Audit Committee, which
assists the Board in fulfilling its oversight responsibilities of monitoring financial
reporting processes, reviewing Lhe Company''s established systems and processes
for internal financial controls, governance. The Committee is governed bv a Charter
that is in line with the regulatory'' requirements mandated bv the Act. The Audit
Committee also receives the report on compliance under the Code of Conduct for
Prohibition of Insider Trading Regulations, 2015.

The brief details of the Committee have been disclosed in the Corporate Governance
Report,

During the year under review the Board of Directors of the Company had accepted
all the recommendations of the Committee.

B. Nominstion and.Kemuiteration CommS ttcei

Pursuant to Section 178(1} Of the Companies Act, 2013 (''''the Act’¹} anti in line with
the applicable guidelines issued by the Reserve Bank of India (RBI) for Non-Banking
Financial Companies (NBFCs), the Board has constituted a Nomination and
Remuneration Committee.

The Committee is responsible for formulating policies relating to the appointment,
removal, and evaluation of Directors, Key Managerial Personnel (KMPs), and Senior
Management Tt also oversees the Company''s HR strategy covering recruitment,
training, talent management, succession planning, and the overall compensation
structure. The Committee ensures alignment of these practices with the principles
of sound governance and prudent risk management, as outlined in the RBI''s
regulatory framework applicable to NBFCs.

The Committee also anchored the performance evaluation of the individual
Directors, and the details of the same are disclosed in the Corporate Governance
Report,

The Nomination and Remuneration Policy is available on the Company''s website at:

h L tps:/ / qpof inane e.co m / cod c-and-p ol id us /

C. Stakeholders’ Relationship Committee:

Pursuant to Section 178(5) of the Act, the Board has constituted a Stakeholders''
Relationship Committee, The details of the Committee have been disclosed in the
Corporate Governance Report.

D. Admin Committee:

The Administration Committee has been voluntarily formed by the Company for
looking after the administration and day-to-day operations of the Company.

h. Risk Management Committee:

hr accordance with Chapter VI of the Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation) Directions, 2023, the Board of
the Company has constituted a Risk Management Committee.

The Committee is responsible for evaluating and monitoring the iweral! risks faced
bv the Company, including liquidity risk, and reporting the same to the Board.

The details of the Committee are disclosed in the Corporate Governance Report.

Iti. Performance Evaluation of tire Boarifc the Committees and the individual Directors:

Pursuant to the provisions of the Companies Act, 2013, and other applicable provisions
of the Listing Regulations and in consonance with Guidance Mote on Board Evaluation
issued by the SEBI, the Board of Directors of the Company and on the recommendation
of the Nomination and Remuneration Committee carried out an annual performance
evaluation of the Board as a whole and directors individually. The Board also carried
evaluation of the performance of its various Committees for the year under
consideration, The performance evaluation of the Directors was carried out by the entire
Board,, other than the Director being evaluated. The performance evaluation of the
Chairman and the Non-Independent Directors were carried out by the Independent
Directors, The Directors expressed their satisfaction over the evaluation process.

The Evaluation process covers a structured questionnaire for evaluation by Board
members and the evaluation mechanism with definite parameters has been explicitly
described in the Corporate Governance Report, The process of evaluation has been
detailed below:

		Board Evaluation Process		''
			\
1			l			1
Nomin.riion and			MtriHnj'' of thp			Board of Directors
EUttWernbn Committee			Independent Directors
V_						Evaluation of Board as a
Evaluation of Individual			Evafua titm til: Ni.iti-			whole
Directors			independent Directors			Evaluation of ail
			Evaluation of 603rd as m			Directors
			IV holt			Evaluation uf Hoard
			Evaluation of Chairman			Committee!.
			of the Company
		V ........ J

Evaluation Structure:

Feedback for each of the evaluations was sought by way; of internal structured
questionnaires with the Directors and the Committee for accessing the questionnaires
and submitting their feedback/comments, The questionnaires for performance
evaluation arc in alignment with the guidance note on Board evaluation issued by the
Securities and Exchange Board of India {''"SLDT''J, vide its circular dated January 05, 2017
and cover various attributes/functioning of the Board such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance
of specific duties etc., based on the criteria approved by the NRC. The Members were
also able to give qualitative feedback and comments apart from the standard
questionnaires.

ResuIts of Evaluationj

The'' outcome of the evaluations was presented to the Board, the MRC and the
Independent Directors at their respective meetings for assessment and development of
plans/luggesdvi measures for addressing action points that arise from the outcome of
the evaluation. The Directors expressed their satisfaction on the parameters of
evaluation, the i mplementation and compliance of the evaluation exercise done and the
results/outcome of the evaluation process.

19. Di rectors'' Responsib i | i tv S tat cm e n h

Pursuant to the requirements under Sections 134(3)(c) and 134(5) of the Act with respect
to Directors'' Responsibility Statement, the Directors hereby confirm that:

(i) in tire preparation of the Annual Accounts for tire year ended March 31, 2023, the
applicable accounting standards have been followed and there are no material
departures from tire same;

(ii) they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of state of affairs of the Company as at March 31, 2023 and of the
profit of the Company for the year ended on that day;

(tii)they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other
irregularities;

(iv) the Annual Accounts for the year ended March 31, 2025 have been prepared on a
"going concern" basis;

(v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively
throughout the financial year ended March 31, 2025.

(vi) they have devised proper systems to ensure compliance with lire provisions of all
applicable Jaws and that such systems are adequate and operating effectively
throughout the financial year ended March 31, 2025.

20. Risk Management Policy:

The Compart# has built a comprehensive risk management framework that seeks to
identify all kinds of anticipated risks associated with the business and to take remedial
actions to minimize any kind of adverse impact on the Company. The Company
understands that risk evaluation and risk mitigation is an ongoing process within the
organization arid is fully committed to identify and mitigate the risks in the business.

flic Company has also sot up a Risk Management Committee to monitor the existing
risks as well as to formulate strategies towards identifying new and emergent risks.
The Risk Management Committee identifies the key risks for the Company, develops
and implements the risk mitigation plan, reviews and monitors the risks and
corresponding mitigation plans on a regular basis and prioritizes the risks, if required,
depending upon the effect on the business/reputation. The Company has also
formulated and implemented a Risk Management Policy which is approved by the
Board of Directors in accordance with the RBI''s Scale Based Master Directions and
other applicable acts/regulations/circulars, to identify and monitor business risk and
assist in measures to control and mitigate such risks. The Policy is also available on the
Website of the Company at Intp-.://qgoiinance.com/et>dr-and-poin-tes/. The other
details in this regard are provided in the Corporate Governance Report, which forms
part of this Annual Report. Further, the Risk Management Policy of the Company is
attached as Annexure 1.

21 - !ntetrmI Hmnda 1 Contn>1 sj

According to Section l?4(5)(e) of the Act and other applicable provisions issued by RBI
and SERI in terms of internal control over financial reporting, the term Internal
Financial Control (''(FC^r) means the policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its business, including adherence to
Company''s policies, the safeguarding of its assets, the prevention arid early detection
of frauds and errors, the accuracy and completeness of the accounting records and the
timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to
continuously assess Lhe adequacy, effectiveness and efficiency of financial and
operational controls and the Board is responsible for insuring that IFC are laid down
in the Company and that such controls are adequate and operating effectively.

The Company believes that strengthening of internal controls is an ongoing process
and there will he continuous efforts to keep pace with changing business needs and
environment.

Tire Company''s internal control systems are commensurate with the nature of its
business and the si/e and complexity of its operations. Further there were no letters of
interna! control weaknesses issued by the Internal Auditor or the Statutory Auditors
during the financial year under review.

22. Corporate Social Responsibility:

At QCO Finance, we believe that responsible business practices extend beyond financial
performance. As a conscientious corporate citizen, we recognize our duly toward the
society, environment, and the nation we operate in. Our commitment to Corporate Social
Responsibility (CSft) reflects our belief in contributing meaningfully to the communities
around us, beyond statutory obligations.

Ili accordance with the provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, QGO Finance
Limited currently does not fail within the threshold for mandatory CSR contributions.
However, we remain committed to inclusive and sustainable development through
voluntary initiatives.

During the year, the Company voluntarily contributed Rs, 3,00,1)00 to Rural
Development Kendra, an organization dedicated to providing paediatric healthcare to
u[unprivileged children In rural areas. This support aims to improve access to essential
medical services for those who cannot afford them, and reflects our core values of
empathy, equity, and long-term impact,

23. Particulars of Contracts nr Arrangements with Related Parties:

During the year under review, all the transactions entered into by the Company with
related parties, were in compliance with the applicable provisions of the Act, details of
which are set out in the Notes to Financial Statements forming part of this Annual
Report. All related party transactions are entered into only after receiving prior approval
of the Audit Committee, Further, in terms of tire provisions of Section 1)38(1) of the Act
read with the Companies (Meetings of board and its Powers) Rules, 2014, all
coil tracts''/arrangements/ transactions entered into bv the Company with its related
parties, during the financial year under review, were in ordinary course of business and
on arm''s length and not material.

24. Particulars of Loans, Guarantees or investments;

During the year under review’, the Company has not granted any loans, provided any
guarantees or securities or made any investments under the provisions of Sectipnl86 of the
Act

It is further clarified that the Company, being a Non-Ban king Financial Company (Ni>FC)
registered with the Reserve Rank of Tndia, is engaged in the business of lending in the
ordinary course of its business and is, therefore, exempt from the provisions of Section
186(1) in terms of Section 186(11) of the Act,

25. Par titulars of Employees:

The information required under Section 197(12) of the Act read witli Rule 5(1) of the
Companies (Appointment and Remuneration oi Managerial Personnel) Rules, 2014 as
amended from Lime to time in respect of Directors/employees of the Company is attached
as "Annexnre- 2" to this report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time-to-time forms part of this Board Report. However, in terms of Section

1S6 of the Act, the annual report ifi being sent to the shareholders excluding the said
statement. 1 he said information is readily available for inspection by the shareholders at
the Company''s registered office dining the business hours on all working davs up to the
date of ensuing Annual General Meeting and shall also be provided to any shareholder of
the Company, who sends a written request to the Company Secretary'' and Compliance
Officer at qgocs&qgofmajice.com.

Further, the revision in the remuneration of Mrs. Rachana Singi, Managing Director, has
beer approved bv tire Board of Directors at its meeting held on May 2b, 2025, and is being
placed before the Members for their approval at the ensuing Annual General Meeting, as
set out in the Notice convening the said meeting under Special Business.

26. Conservation of Energy, Technology Absorption and Foreign Fxchange Earnings and
outgo:

The information on the conservation of energy, technology'' absorption and foreign exchange
earnings and outgo as stipulated under Section I34(3)(m) of the Act read with Rule % of the
Companies (Accounts) Rules, 2014, is stated hereunder:

Conservation of energy:

(1)	the steps taken or impact on conservation of energy	Nil
(ii)	the steps taken by the Companv for utilizing alternate sources of energy	Nil
(iii)	the capital investment on energy conservation equipment s	Nil

Technology absorption:

(I)	the effort made towards technology absorption	Nil
1	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(hi)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of fechnology imported	-
	(b) the yeaT of import;	-
	(c) whether the technology has been fully absorbed	-
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-
H	the expenditure Incurred on Research and Development	Nil

Further, there were no foreign exchange earnings or outgo during the year under review.

17, Au ditors & Ami it Reports;

Statutory Auditors and Auditor''s deport;

The Members of the Company, at the 31^s1 Annual General Meeting, appointed M/s, R C
Resharnwala & Co„ Chartered Accountants (FRN: 10BS32W), as the Statutory Auditors
of the Company to hold office for a term of five (5) years, from the conclusion of the 31^5f
(Thirty-First) Annual General Meeting up to the conclusion of the 36¹*¹ (Thirty-Sixth)
Annual General Meeting, to be held in the year 2029,

The Statutory Auditors fulfill the eligibility and qualification criteria as prescribed under
the Companies Act, 2013, the Chartered Accountants Act, 1949, and the rules and
regulations issued thereunder. Additionally, the Auditors hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered Accountants of India (fC''Ai),
which is a prerequisite for issuing Limited Review Reports and Audit Reports,

Tiie Auditor''s Report on the audited financial statements of the Company for the year
ended March 31, 2H25, forms part of this Annual Report, The Report is unmodified, and
there are no qualifications, reservations, adverse remarks, or disclaimers made by the
Statutory Auditors, M/s. R C Reshamwala & Co,, Chartered Accountants conducted the
statutory audit for the financial year 2024-25.

Internal Auditors:

The Company basin place an adequate internal audit framework to monitor the efficacy
of the internal controls with the objective of providing to the Audit Committee and the
board of Directors, an independent, objective and reasonable assurance on the adequacy
and effectiveness of the Company''s processes. The Internal Auditor reports directly to
the Chairman of the Audit Committee.

M/s, KARM &: Co., Chartered Accountants, were appointed as the Internal Auditors of
the Company for the FY 2024-25 in the Board Meeting held cm May 13,2024 in accordance
with tire provisions of Section 138 of the Act read witlr the Rule 13 of Companies
(Accounts) Rules, 2014.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its
meeting held on May 13,2024, had appointed M/s. Mehta Secretaries as Secretarial Auditor of the Company for the FY 2024-25- The Secretarial
Audit Report for FY 2023-24 in form MR 3 is annexed to this report as "Annexure- 3"
which is self-explanatory.

The Secretarial Audit Report for the financial year ended March 31, 2025 is unmodified
i.e. there are no qualifications, reservations, adverse remarks or disclaimers in the¹ above
secretarial audit report

Cost Auditors and Cosl Audit Report:

The Company is not required to maintain cost records in terms of the requirements of
Section 143 of Lhe Act and rules framed thereunder; hence such accounts and records are
not required Lo be maintained hv the Company,

28. Reporting of frauds by Auditors:

During the year under review, none of the auditors have reported any instances of fraud
committed against the Company by its officers or employees to the Audit Committee as
required to be reported under Section 143 {12) of the Act,

23. Vigil Mechanistn/WhisHe Blower Policy:

The Company has adopted a Whistle Blower Policy and established the necessary Vigil
Mechanism, which is in line with Section 177(9) of the Companies Act, 2013 tor its
Directors and employees. Pursuant to the Policy, the Whistle Blower can raise concerns
relating to Reportable Mafters (as defined in the Policy) such as unethical behaviour,
breach of Code of Conduct, actual or suspected fraud, any other malpractice,
impropriety or wrongdoings, illegality, non-compliance of legal and regulatory
requirements, retaliation against the Directors & Employees and instances of leakage
of/suspected leakage of Unpublished Price Sensitive Information of the Company etc.

Further, tire mechanism adopted by the Company encourages the Whistle Blower to
report genuine concerns or grievances to the Audit Committee,, and provides for
adequate safeguards against victimization of Whistle Blower, who avail of such
mechanism and also provides for direct access lo the Chairman of the Audit Committee,
in appropriate or exceptional cases. The Audit Committee oversees the functioning of
the same. Further, no personnel have been denied access to the Audit Commiltee during
the Financial Year under review.

The details of this Policy are explained in the Corporate Govern a nee Report which forms
a part of this Annual Report and also hosted on the website of the Company at
https:/ / q go tinance.mn i/ct?de-aT id-policies/.

There was no instance of such reporting during the financial year ended March 31, 2025,

3!). Prohibition of Insider Trading:

Your Company lias adopted a £ode of Conduct fur PreventLoti of Insider Trading in its
securities, along with a Code Of Practices anti Procedures for Fair Disclosure of
Unpublished Price Sensitive Information, The Insider Trading Code of Conduct is
available on the Company''s website at the following link:

ht 1 ps;//qgo fina nce.com/codc-a n d- jap1 ides/,

31. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2) of Listing Regulations and with effect from the financial
year 2022-23, the toplOUO listed companies based on market capitalization shall submit
a Business Responsibility and Sustainability Report describing the initiatives taken by
the Company from an environmental,, social and the governance perspective. The above
provisions are not appiicable to the Company for the year ended 2024-25.

32. Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Ad read with
Ruie 12(1) of the Companies (Management and Administration) Rules, 2014,
every company shall place a copy of the annual return on the website of the company, if
any, and the web-link of such annual return shall be disclosed in the board''s Report,

Pursuant to Uie provisions of Sec Lion 134(3) (a) of the Act, copy of annual return for tire
financial year ended March 31, 2025 made under the provisions of Section 92(3) of Lhe
Act, has been placed on the below mentioned web-ad dress: -

https:/ i qgofinance.com/anm.ial-report-returna/.

33. Corporate Governance Report:

The Company''s Corporate Governance Practices reflects a value system encompassing
culture, policies, and relationships with the stakeholders. Integrity- and transparency are
key to Corporate Governance Practices to ensure that Company gains and retains the
trust of stakeholders at all times. It is about maximizing shareholder value legally,
ethically and sustainably. The board exercises its fiduciary responsibilities in the widest
sense of the term.

The compliance of Corporate Govern a nee provisions specified in Regulation 17 to 27 and
clauses (b) to (i) and (t) of sub-regulation (2) of regulation 4b and para-C, D and L of
Schedule V of SEBI Listing Regulations are not applicable to the Company in the light of
the provision of Regulation 15(2) of SEBI Listing Regulations.

However, following the Good Corporate Governance principles and the highest
standards of accountability, transparency and disclosure and keeping in line with
Company''s philosophy of integrated reporting, lhe Company has taken an effort to
comply with Corporate Governance reporting requirements on a voluntary basis. The
detailed report on Corporate Governance also forms part of this Annual Report as
Annex ure 4.

34. Management Discussion & Analysis Report:

The Management Discussion and Analysis Report in compliance with Regulation 34(2) (e)
of Listing Regulations is provided in a separate section and forms an integral part of this
report as Annexing

35. Sexual Harassment at Workplace:

The Company is committed to creating and maintaining a workplace environment in
which employees can work together with dignity and without fear of sexual harassment
or exploitation. All employees are made aware that the Company has zero tolerance for
sexual harassment and that such behaviour is strictly prohibited hoitr by law and by the
Company''s internal policies.

In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013, the Company has constituted an
Internal Complaints Committee (ICC) to redress complaints, if any, regarding sexual
harassment at the workplace.

In line with the provisions of the Sexual 1 iarassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 your Company has adopted a Policy on Prevention
of Sexual Harassment at Workplace and Rules framed thereunder. The said policy is
uploaded on the website of the Company which can be accessed at
https: / / pgofinance.com/code-and-polities/.

Your Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Details as required under the Act is as follows:

Sr. No.	Category	Mo uf complaints
		Pending as on April 01, 2024	filed during ihe year	Disposed-off during the year	Pending as on March 31, 2025
1	Sexual harassment complaints	NIL	NIL	NIL	NIL

3 ft, [ J i sd usurp asper pro vis i ons re j ad ng to tin e Maternity dent fits Act. i%I:

The Company comp] its with all applicable provisions of the Maternity Benefit Act, 1961,
which provides for maternity leave, benefits, and other entitlements to female
employees. All eligible women employees have been extended the benefits as prescribed
under the Act during the year under review. There were no complaints or non¬
compliance reported in this regard.

37. Compliance with Secretarial Standards on Board Meetings and GeneraJ Meetings:

Secretarial Standards are guidelines, which lays down the standard procedure and
structure for undertaking specific tasks and actions within an organisation, which is in
addition to the provisions of the original law i,e„ Companies Act 2013 and not in
substitution to the original Law. Pursuant to Section 118(10) of the Companies Act, 2013,
every Company shall observe Secretarial Standards with respect to general and board
meetings specified by the Institute of Company Secretaries of India.

During the financial year 2024-25, the Company has complied with the Secretarial
Standard on Meetings of the board of Directors (SS-''l) and the Secretarial Standard on
General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

38. Fit and Proper Criteria and Code of Conduct:

All the Directors meet the fit and proper criteria stipulated by K13I. All the Directors and
Senior Management of tire Company have affirmed compliance with the Code of
Conduct of the Company,

39. Prudential norms and Directions of RBI for NBFCs:

The company has complied withal! the requirements prescribed by the Reserve Bank of
India and has filed the required returns,

40. Disclosure under Section 43f AXiil of the Companies Act. 2013:

The Company has not issued any shares with Differential Rights and hence, no
information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

41. Disclosure under-Section 54(l)fd) of the Companies Act, 2013:

The Company has not issued any Sweat Tquitv Shares during the year under review and
hence, no information as per provisions of Section 54(1)(d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is inquired to be
furnished.

42* Diiadusurp under Section 62fJ 1(b).of the Contpaniea Art, 2013;

The Company has not issued any Equity shares under Employees Stock Option Scheme
during the year under review anti hence, no information as per provisions of Section
62(l)fb) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

43. Disclosure under Section 67|3f of the Companies Act, 2013:

During the year under review; there were no instances of non-exercising of voting rights
iir respect of shares purchased directly by employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Com parties (Share Capital and Debentures) Rules,
2014 is furnished-

44. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016^ during the year along with their status as at the end of the
financial year;

During the period under review, no application was made or anv proceeding under the
Insolvency and bankruptcy^{1 2 3 4 5} Code, 2016 was pending.

45. The details of difference between amount of the valuation done at the time of one¬
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof:

There were no such transactions during the financial year 2024-25.

46. General pisclosures;

Your Directors state that:

1. Mo material changes and commitments affecting the financial position of the
Company have occurred from the close of the financial year ended Match 31, 2025
till the date of this report.

2. There Was no change in tire nature of business of the Company during tire financial
year ended March 31, 2025.

43. RBI Guidelines:

Reserve Bank of India ("RBI") granted the Certificate of Registration to the Company on
February 26, 2019 vide Registration No. B-l3,02220, to commence the business of a Non¬
Banking financial Institution without accepting deposits. Your Company is a Nem¬
banking Financial Company - Base Layer (NBFC - BL), Your Company has complied
with and continues Lo comply with RBI Scale Based Regulations and other applicable
regulations.

The Company continues to full!! all the norms and standards laid down by the Reserve
Bank of India (RBI) pertaining to non-performing assets, capital adequacy, statutory
liquidity assets, asset classification, provisioning, and other regulatory requirements.

As against the minimum Capital to Risk Weighted Assets Ratio (CRAR) of 15%
prescribed by the RBI, the CRAR of the Company stood at IS.15% as on March 11, 20Z5.

The Company continues to be in compliance with the Reserve Bank of India (Nem¬
banking Financial Company - Scale Based Regulation) Directions, 2021, and all other
applicable RBI directions and circulars,

ACK NOWLEDG EMENT:

Your Directors’ place on record their sincere appreciation for the continued cooperation and
support extended to the Company by various Banks, Your Directors'' also place on record
sincere appreciation of the continued hard work put in by the employees at all levels, amidst
the challenging time. The directors are thankful lo the esteemed shareholders for their
support and the confidence reposed in the Company and its management and also thank
the Company''s vendors, investors, business associates, Central/State Government and
various departments and agencies for their support and cooperation.

For and on behalf of the Board of QGO Finance Limited

Rear Admiral Vineet ftakhshi (Retired)

Chairman and Independent Director
DJN:02%O365

Address: 137, fihakti Nagar, Dadabari,

Kota- Rajasthan, India
Date; August 04, 2025

1

During the vear, no significant or material orders were passed by tire Regulators or
Courts or Tribunals which impact the going concern status and Company''s
operation in future.

2

47. Fixed Deposits:

3

Your Company is a non-deposit taking Company. Tire Company had not accepted any

4

fixed deposit during the f’Y 2024-25. The Company has passed a board resolution for

5

non-acceptance of deposits from public.

---

Mar 31, 2024

The Board of Directors (the Board") of QGO Finance Limited are delighted to present the Thirty First Annual Report along with Audited Financial Statements as of March 31, 2024, Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended March 31,2024, in compliance with Indian Accounting Standards (Ind AS)

1. Financial Summary and Operational Performance:

The Audited Financial Statements for the Financial Year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as “Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to ind-AS reporting have been made under the Notes to Financial Statements. The Company’s performance during the financial year under review as compared to the previous financial year is summarized below:

2022-23	Description	2023-24
11,55,00,85	Revenue from Operations	14,04,49,701
1,68,420	Other Income	4,99.488
11,56,69,275	Total Revenue	14,09,49,189
9,19,55,457	Less: Expenses	10,72,91,243
48,47,463	Lrss: Amount transferred to \''BFC Reserve Fund	68,19,606
2,37,13,818	I’rofit/fl oss) Before lax	3,36,57,946
59,68,294	Less: Current Tax	84,71,032
1,46,544	Deferred Tax	2,35,906
—	Prior year’s Tax/Interest	(15,87,719)
1,75,98,980	Profit after Tax	2,65,38,727

Note;

1. Previous year''s figures have been regrouped/reclassified wherever necessary to correspond wrth the current year ''s ciassification/disclosure.

For the Financial year ended March 31,2024 the Company has reported a Turnover of * 14,09,49,189/-as compared to the previous financial year ended March 31.2023 of f 11,56,69,275/-, which constitutes a growth of 22% in turnover whereas the Profit before Tax stood at ? 3,36,57,946/- for the year under review as compared to a profit of ? 2,37,13,818/- for the previous financial year.

More details on the financial statements of the Company along wrth vanous financial ratios are available in the Management Discussion & Analysis Report forming part of this report.

2. State of Company''s Affairs and Business Overview

The Company is classified as Category B Non-Banking Financial Institution by the Reserve Bank of India (RBI), wherein it is permitted to carry on the business of a Non-Banking Financial Company without accepting deposits from the general public Further, in accordance with the Scale Based Regulations issued by RBI. the Company is classified as a Base Layer NBFC (NBFC-BL)

The Company provides a wide range of products to its customers such as

Business Loan,

Project Loan, and

Loan Against Property

Along with the products, the Company believes in providing a diverse range of services to its customers, which are

Providing consultancy and advisory services to clients in the field of financing

Providing services of lending money or any term that may be thought fit and particularly to customers or other person or corporation having dealing with the company However, the company does not carry on the business of banking as defined under the Banking Regulation Act. 1919 or any amendment thereto.

We offer service/funding for Project loan, peripheral tier-1 satellite cities (presently in MMR)

KEY ADVANTAGES OF WORKING WITH US!

Our loans are typically refinanced with a larger NBFC loan Typically, the first line of financing for the developer (prior to larger NBFCs and banks.)

Improving credit access. Infrastructure building, skill development and technology assistance for retail loans, loans against property, business loans

Our Loan Against Property can be used for expansion of business and other projects and meeting the credits of business and bona fide needs and also useful to facilitate the renovation or repair''s xtension purposes in the house or flat.

An innovative way to expand the business by using the same property to finance the business capital needs and then, expanding the business. It is an austere and efficient way of leveraging one''s source of income

An easy and quick process for documentation with minimal paperwork and disbursal of loan amount in quick time

We understand the importance of timely financing in the success of a business, and offer our client s customized solutions that help maximize their business opportunities A dedicated QGO Relationship Manager partners with clients to evaluate their funding needs such as capital expenditure, working

capital, business expansion and works on structunng a tailor-made solution that works best to meet their evolving needs

3. Transfer to Reserves

The Company has not transferred any amount to the General Reserve However, the entire profit amount has been retained by the Company in their Profit and Loss Account, except for the sum of f71,49,817/-which was transferred to the “NBFC Reserve Fund" maintained by the Company as per Under Section 45-IC (1) of Reserve Bank of India ( RBI ) Act, 1934

4. Dividend

The Company had declared Four (4) Interim Dividends for the Financial Year 2023-24 amounting to total Dividend of * 34,76,400 for the entire year. The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting (theAGM") of the Company The dividend, if approved at the 31st AGM, will be paid to those members whose names appear in the register of members/ statement of beneficial ownership, after deduction of tax at source, as applicable.

5. Capital Expenditure

As on March 31,2024 the gross fixed assets stood at ? 80,09,699/- and net fixed assets at ? 23.54,761/-. during the year amounted to f 9,43.560/-

6. Human Resource Management

Employees are the most valuable and indispensable asset for a Company The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce Human Resource Management plays a very important role in realizing the Company s objective. The Company is managed by the active involvement of the promoters along with strategic inputs from a well-diversified and competent board

As on March 31, 2024 the Company had 9 employees on its rolls at vanous organizational levels

Our Company is committed to maintain the highest standards of health, safety and security for its employees and business associates and to operate in a healthy and safe environment

7. Resource Mobilisation

Source of finance of the Company contains equity share capital, debt securities (Transferable Unsecured Non-convertible Debentures, and loans from banks and financial institutions, j. Private Placement of Debentures

The Company had during the year raised funds through issue of Transferable Un secured Non-convert ible Debentures on Private Placement basis to the tune of ? 11,00,00.000/-

ii. Share Capital

Share Capital	Amount
Authorised Share Capital	During the year under review, there has been no change in the Authorised, Issued, Subsc ribed and Paid-up Share Capital of the Company. As on March 31, 2024 the Authorized Shane Capital of the Company was 1,00,00,(XX) Equity Shares of f 10/- each amounting to * 10,00,1X1,000 (Rupees One Hundred Million only).
Issued, Subscribed and Paid up Share Capital	As on March 31, 2024 the Issued, Subscribed and Paid up Share Capital of the Company is 69,52,800 Equity Shares of ? 10/- each amounting to l 6,95,28,000 (Sixty-Nine Million Five Hundred Twenty-Eight Thousand only).

8. Performance of Subsidiaries, Associates and Joint Venture Companies

During the year under review, the Company did not have any subsidianes, associates, or joint ventures Therefore, this clause does not apply to the Company.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 pthe Acf) read with the Companies (Acceptance of Deposit) Rules 2014 during the year under review Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits which are not in compliance with the Chapter V of the Act is not applicable

10. Directors & Key Managerial Personnel

The Board of Directors hold a fiduciary position and is entrusted with the responsibility to act in the best interests of the Company. The Board at its meetings deliberate and decide on strategic issues including review of policies, financial matters, discussion on business performance and other critical matters for the Company Committees constituted by the Board focus on specific areas and take informed decisions within the framework of the delegated authority and responsibility and make specific recommendations to the Board on matters under its purview Decisions and recommendations of the Committees are placed before the Board for consideration and approval as required

The Composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Directors in accordance with the provisions of Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("Listing Regulations''). All the Directors have rich experience and specialized knowledge in sectors covenng law, finance, accountancy and other relevant areas.

As on March 31,2024, the Board consists of 5 (Five) directors including 3 (Three) women directors The Chairman of the Company is an Independent Director The profile of all the Directors can be accessed on the Company’s website at https://qgofinance.com/team/.

None of the Directors of the Company have incurred any disqualification under Section 164 (1) & (2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence as well as experience considered to be vital for business growth

11. Directors

During the year under review, the Company did not have any subsidiaries, associates, or joint ventures Therefore, this dause does not apply to the Company.

1. Composition of the Board and Key Managerial Personnel

The Board of Directors of the Company comprises 5 (five) Directors in which one is the Managing Director and four are Non-Executive Directors Out of the four non- executive directors, two are Independent directors. The Composition of the Board, position, their Directorship in the company and other details are shown below

Sr. No.	Name of the Member	Category''	Date of Appointment
1.	Roar Admiral Vin	Independent Director & Chairman	01/08/2018
2.	Mrs. Rachana Siru''i	Managing Director	29/09/2018
3.	Mr. Vimndra Jain	Independent Director	28/07/2018
4,	Mrs. Seema Palhak	Non-Executive Director	01/08/2018
5.	Mrs. Deopika Nath	Non-Exeiutive Dinx tor	30/01/2023

2. Directors or Key Managerial Personnel appointed or resigned during the year

During the financial year 2023-24 there has been no change in the composition of the key managerial personnel

3. Board Meeting Details

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Company''s financial performance 11 (Eleven) Board Meetings were held during the year ended March 31, 2024 The meetings were held in hybrid mode i.e . physically and virtually in accordance with the applicable provisions of the Act The gap between two Board Meetings did not exceed 120 days The details relating to Board Meeting held during the year and the attendance of Board members in meeting are as under

Sr. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	April 18, 2023	5	5
2.	April 27, 2023	5	5
3.	May 29, 2023	5	5
4.	June 20, 2023	5	4
5.	August 07, 2023	5	4
6.	September 01, 2023	5	5
7.	October 18, 2023	5	3
8.	October 30,2023	5	5
9.	December 01, 2023	5	3
10.	January 05,2024	5	4
11.	Tanuary 29, 2024	5	5

4. Retirement by Rotation

In terms of Section 152 of the Act and the Articles of Association of the Company, Mrs. Rachana Singi (Holding DIN 00166508), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. In the opinion of the Directors, Mrs Rachana Singi possesses requisite qualification and expenence and therefore, your Directors recommend her reappointment in the ensuing Annual General Meeting

12. Key Managerial Personnel

As on March 31,2024, the following individuals have been designated as Key Managerial Personnel ("KMP") of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act, read in conjunction with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No	Name	Designation
1.	Mr. Alok Pathak	Chief Financial Officer
2.	Ms. Urmi Joiser	Company Snretarv, Compliance Officer & Chief Operating Officer

During the financial year 2023-24 there has been no change in the composition of the key managenal personnel

13. Declaration by Independent Directors

There are two Independent Directors on the Board of the Company.

The Company has also received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1 )(b) and 25(8) of the Listing Regulations that they meet the crrtena of independence as laid out in Section 149(6) of the Act and Regulations 16(1 )(b) of the SEBI Listing Regulations In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board Further, in terms of Section

150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA)

The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations

14. Company''s Policy on appointment and Remuneration of Directors, Key Managerial Personnel Senior Management Personnel and other employees

On the recommendation of the Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy which is in accordance with the Act and the Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Company s vision and mission statements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designed with the following basic objectives:

a To set out a policy relating to remuneration of Directors. Key Managenal Personnel, Senior Management Personnel and other employees of the Company.

b To formulate critena for appointment of Directors, Key Managerial Personnel and Senior Management Personnel.

c To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of a director.

The Policy is available on the website of the Company at https://qgofinance.com/wp-content/up-loads/2022/12/Nomination-and-Remuneration-policy.pdf

15. Committees

The constitution of the Board Committees is in compliance with the applicable provisions of the Act and the relevant rules made thereunder and the Articles of Association of the Company The Board has constituted the Audit Committee, Nomination and Remuneration Committee, Administration Committee, Stakeholders Relationship Committee, Risk Management Committee to deal with specific area&''activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The provisions of the Act SEBI Listing Regulations and RBI guidelines have prescribed and mandated forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company, Accordingly, the Committees formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Act, the Board has formed an Audit Committee, which assists the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company s established systems and processes for internal financial controls, governance The Committee is governed by a Charter that is in line with the regulatory reguirements mandated by the Act The Audit Committee also receives the report on compliance under the Code of Conduct for Prohibition of Insider Trading Regulations, 2015

The brief details of the Committee have been disclosed in the Corporate Governance Report

The Board of Directors of the Company had accepted all the recommendations of the Committee reappointment in the ensuing Annual General Meeting

B. Nomination and Remuneration Committee:

Pursuant to Section 178(1) of the Act the Board has formed a Nomination and Remuneration Committee The Committee is responsible for formulating evaluation policies and reviewing all major aspects of Company''s HR processes relating to hiring, training talent management, succession planning and compensation structure of the Directors, KMPs and Senior Management The Committee also anchored the performance evaluation of the Individual Directors The details of the same are disclosed m the Corporate Governance Report. The Policy is available on the following website of the Company https://qgofinance.conVwp-contefit/uploads/2022/12/Nominalion-and-Ren-pollcy.p

C. Stakeholders'' Relationship Committee:

Pursuant to Section 178(5) of the Act. the Board has constituted a Stakeholders Relationship Committee The details of the Committee have been disclosed in the Corporate Governance Report

D. Administration Committee:

The Administration Committee has been voluntary formed by the Company for looking after the ad ministration and day-to-day operations of the Company. The further details are disclosed in the Corporate Governance Report

E. Risk Management Committee:

According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations. 2015 (SEBI Listing Regulations), a Risk Management Committee is to be formed by the top 1000 listed entities based on market capitalization However QGO Finance Limited does not fall under the threshold and also Regulation 17 to 27 of SEBI Listing Regulations are not applicable to the Company Further, in accordance with the chapter VI of the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions. 2023 the Board has opted mandatorily to form the Committee in order to or evaluating the overall risks faced by the NBFC including liquidity risk and shall report the same to the Board. The details of the Committee are disclosed in the Corporate Governance Report

16. Performance Evaluation of the Board, the Committees and the Individual

Pursuant to the provisions of the Companies Act. 2013, and other applicable provisions of the Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by the SEBI, the Board of Directors of the Company and on the recommendation of the Nomination and Remuneration Committee earned out an annual performance evaluation of the Board as a whole and directors individually The Board also carried evaluation of the performance of its various Committees for the year under consideration The performance evaluation of the Directors was carried out by the entire Board other than the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors The Directors expressed their satisfaction over the evaluation process The Evaluation process covers a structured questionnaire for evaluation by Board members and the evaluation mechanism with definite parameters has been explicitly desenbed in the Corporate Governance Report The process of evaluation has been detailed below:

	Board Evalution Process
1			1	-			'' f
Nominator) and Remuneration Commitee Remuneration committee Remuneration			Meeting of the Independent Directors		1		Meeting of the Independent Directors
							Evalution of Board as a whole Evaluation of all directors Evaluation of Board Committees -M
m m Evaluation of Individual Directors 1 0		Evaluation of Non-independent Directors Evaluation of Board as a whole Evaluation of Chairman of the Company

Evaluation Structure

Feedback for each of the evaluations was sought by way of internal structured questionnaires with ttie Directors and the Committee for accessing the questionnaires and submitting their feed-back/comments The questionnaires for performance evaluation are in alignment vv»th the guidance note on Board evaluation issued by the Securities and Exchange Board of India (“SEBI”), vide its circular dated January 05, 2017 and cover vanous attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties etc., based on the critena approved by the NRC The Members were also able to give qualitative feedback and comments apart from the standard questionnaires

Results of Evaluation

The outcome of the evaluations was presented to the Board, the NRC and the Independent Directors at their respective meetings for assessment and development of plans''suggestive measures for addressing action points that arise from the outcome of the evaluation The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise done and the results>/outcome of the evaluation process

7. Directors'' Responsibility Statement

Pursuant to the requirements under Sections 134(3)(c) and 134(5) of the Act with respect to Directors Responsibility Statement, the Directors’ hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no matenal departures from the same.

(li) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that day;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) the Annual Accounts for the year ended March 31, 2024 have been prepared on a going concern

basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and were operating effectively throughout the financial year ended March 31.2024

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems are adequate and operating effectively throughout the financial year ended March 31,2024.

18. Risk Management Policy

The Company has built a comprehensive risk management frameworfc that seeks to identify all kinds of anticipated nsks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business

The Company has also set up a Risk Management Committee to monitor the existing nsks as well as to formulate strategies towards identifying new and emergent nsks. The Risk Management Committee identifies the key risks for the Company develops and implements the risk mitigation plan, reviews and monitors the nsks and corresponding mitigation plans on a regular basis and priontizes the risks, if required, depending upon the effect on the busmess/reputation. The Company has also formulated and implemented a Risk Management Policy which ts approved by the Board of Directors in accordance with Listing Regulations to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is also available on the Website of the Company at www qgofinance.com The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report. Further, the Risk Management Policy of the Company is attached as Annexure 1,

19. Internal Financial Controls

According to Section 134(5){e) of the Act and other applicable provisions of Listing Regulations in terms of internal control over financial reporting, the term Internal Financial Control (IFC ) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively

The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review

20. Corporate Social Responsibility

The Company believes that as a responsible corporate citizen, it has a duty towards the society, environment, and the Country where it operates The Company’s sense of responsibility {which goes beyond just complying with operational and business statutes) towards the community and environment, both ecological and social in which it operates is known as corporate social responsibility In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall in the ambit of limit in respect of Corporate Social Responsibility

21. Particulars of Contracts or Arrangements with Rotated Parties

During the year under review, all the transactions entered into by the Company with related parties, were in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report All related party transactions are entered into only after receiving prior approval of the Audit Committee Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/arrangementsi¹ transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business and on arm''s length and not material

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions ( RPTs’) and the same is available on the website Of the Company at https://qgofmance.corTVwp-content/uploa

All transactions which were earned out during the year which requires reporting in Form AOC -2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed as “Annexure 2" to this report

22. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not granted any loans provided any guarantees or securities or made any investments under the provisions of Section 186 of the Act

23. Particulars of Employees

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/employees of the Company is attached as Annexure- 3^r to this report

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time-to-time forms part of this Board Report. However, in terms of Section 136 of the Act, the annual report is being sent to the shareholders excluding the said statement The said information is readily available for inspection by the shareholders at the Company''s registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any shareholder of the Company, who sends a wntten request to the Company Secretary and Compliance Officer at [email protected].

24. Conservation of Energy, Technology Absorption and Foreign Exchange

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended March 31, 2024 is provided below:

		crvalion of Energy
	i.	Steps taken or impact on conservation of energy	The Company has not spent any substantial amount on Conservation of Energy to be disclosed here.
	ii.	Steps taken for utilizing alternate sources of energy
	iii.	Capital investment on energy conservation equipments

B.	Technology absorption
	i.	Efforts mad*3 towards technology absorption	Considering the nature of activities of the Company, there is no requirement with regards to technology absorption
	it	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)- • the details of technology imported • the year of import • w hether the technology been fully absorbed • If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
	iv.	The expenditure incurred on Research and Development
C	Forei	gn Exchange Earnings and Outgo (Us. in million)
	i.	Foreign Exchange Earnings by the Company	NIL
	it	Foreign Exchange Expenditure by the Company	NIL

25. Auditors & Audit Reports

Statutory Auditors and Auditor’s Report

M/s. Subramaniam Bengali and Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five years from FY 2019-20 to FY 2023-24 at the 26th Annual General Meeting of the Company held on June 8, 2019.

The Statutory Auditors fulfil the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing Limited Review reports or Audit Reports

The Auditor''s Report on the Audited financial statements of the Company for the year ended March 31, 2024 forms part of this Annual Report and is unmodified and there are no qualifications, reservation, adverse remarks or disclaimer made by the statutory auditors in their report M/s Subramaniam Bengali and Associates have conducted the statutory audit for the financial year 2023-24 and shall cease to be the auditors of the Company post the conclusion of the ensuing AGM

The Board of the Company, on the recommendation made by the Audit Committee, have appointed M/s. R C Reshamwala & Co Chartered Accountants (FRN.108832W), as the Statutory Auditors of the Company, for a period of 5 (five) consecutive financial years commencing from the conclusion of the ensuing AGM till the conclusion of the 36th (Thirty Sixth) Annual General Meeting of the Company to be held in the year 2029. This appointment is subject to the approval of the Members at this AGM. The

necessary resolution seeking the members approval for the appointment of M/s, R C Reshamwala & Co Chartered Accountants as the Statutory Auditors is included in the Notice convening the 31st (Thirty First) AGM of the Company

Internal Auditors

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company''s processes The Internal Auditor reports directly to the Chairman of the Audit Committee

M/s. KARM & Co., Chartered Accountants, were appointed as the Internal Auditors of the Company for the FY 2024-25 in the Board Meeting held on May 13.2024 in accordance with the provisions of Section 138 of the Act read with the Rule 13 of Companies (Accounts) Rules, 2014.

Secretarial Auditors

Pursuant to the provisions of Secbon 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Board at its meeting held on May 13. 2024, had appointed M/s Mehta & Mehta, Practicing Company Secretaries as Secretarial Auditors of the Company for the FY 2024-25. The Secretanal Audit Report for FY 2023-24 in form MR 3 is annexed to this report as “Annexure- 4'' which is self-explanatory

The Secretanal Audit Report for the financial year ended March 31.2024 is unmodified i e. there are no qualifications, reservations, adverse remarks or disclaimers in the above secretarial audit report

Cost Auditors and Cost Audit Report

The Company is not required to maintain cost records in terms of the requirements of Section 148 of the Act and rules framed thereunder, hence such accounts and records are not required to be maintained by the Company.

26. Reporting of frauds by Auditors

During the year under review none of the auditors have reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee as required to be reported under Section 143 (12) of the Act

27. Vigil Mechanism/Whistle Btower Policy

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the applicable provisions of Listing Regulations and Section 177 of the Companies Act, 2013 for its Directors and employees. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behaviour breach of Code of

Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc

Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases The Audit Committee oversees the functioning of the same Further, no personnel have been denied access to the Audit Committee dunng the Financial Year under review

The details of this Policy are explained in the Corporate Governance Report which forms a part of this Annual Report and also hosted on the website of the Company at https://qgofinance.com/wp-con-tent/uploads/2022/12/2.-Whistle-Blower-Policy.pdf

28. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2) of Listing Regulations and with effect from the financial year 2022-23,the top 1000 listed companies based on market capitalization shall submit a Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and the governance perspective. The above provisions are not applicable to the Company for the year ended 2023-24

29. Annual Return

As per Section 92 (3), every company shall place a copy of the annual return on the website of the company, if any, and the web link of such annual return shall be disclosed in the Board s Report,

Pursuant to the provisions of Section 134{3)(a) of the Act. copy of annual return for the financial year ended March 31, 2024 made under the provisions of Section 92(3) of the Act has been placed on the below mentioned web-address - https://qgofinance.com/annual-reports-returns/

30. Corporate Governance

The Company s Corporate Governance Practices is a reflection of a value system encompassing culture, policies and relationships with the stakeholders Integnty and transparency are key to Corporate Governance Practices to ensure that Company gains and retains the trust of stakeholders at all times It is about maximizing shareholder value legally, ethically and sustainably The Board exercises its fiduciary responsibilities in the widest sense of the term

The compliance of Corporate Governance provisions specified in Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company in the light of the provision of Regulation 15 of SEBI Listing Regulations.

However, following the Good Corporate Governance principles and the highest standards of accountability, transparency and disclosure and keeping in line with Company s philosophy of integrated reporting, the Company has taken an effort to comply with Corporate Governance reporting requirements on a voluntary basis. The detailed report on Corporate Governance also forms part of this Annual Report as Annexure 5

31. Management Discussion & Analysis Report

The Management Discussion and Analysis Report in compliance with Regulation 34(2K©) of Listing Regulations is provided in a separate section and forms an integral part of this report as Annexure-6

32. Sexual Harassment at Workplace

The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by law and the Company. During the year under review, the Company has not crossed the stipulated 10 Employees threshold in the establishment Hence, the Company is not required to form an Internal Complaints Committee as required by the Sexual Harassment of Women at Workplace {Prevention, Prohibition and Redressal)Act. 2013.

33. Compliance with Secretarial Standards on Board Meetings and General

During the Financial Year 2023-24, the Company has complied wrth all the relevant provisions of the applicable mandatory Secretarial Standards i e SS-1 and SS-2, relating to “Meetings of the Board of Directors* and "General Meetings’, respectively issued by the Institute of Company Secretaries of India.

34. Fit and Proper Criteria and Code of Conduct

All the Directors meet the fit and proper criteria stipulated by RBI All the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company

35. Prudential norms and Directions of RBI for NBFCs

The company has complied with all the requirements prescnbed by the Reserve Bank of India and has filed the required returns.

36. Disclosure under Section 43(A)(il) of the Companies Act, 2013

The Company has not issued any shares with Differential Rights and hence, no information as per provisions of Section 43{a)(») of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished

37. Disclosure under Section 54(1)(d) of the Companies Act, 2013

The Company has not issued any Sweat Equity Shares dunng the year under review and hence, no information as per provisions of Section 54(1 )(d) of the Act read with Rule 6(13) of the Companies (Share Capital and Debenture) Rules. 2014 is required to be furnished

38. Disclosure under Section 62(1 )(b) of the Companies Act, 2013

The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence, no information as per provisions of Section 62(1 Kb) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules. 2014 is furnished

39. Disclosure under Section 67(3) of the Companies Act. 2013

During the year under review, there were no instances of non-exercising of vobng rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules. 2014 is furnished.

40. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of tho financial yean

During the period under review, no application was made or any proceeding under the Insolvency and Bankruptcy Code. 2016 was pending

41. The details of difference between amount of the valuation done at the time

of or on done ig loan from t

Banks or Financial Institutions along with the reasons thereof.

There were no such transactions during the FY 2023-24.

42. GENERAL DISCLOSURES

Your Directors state that:

1 No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended March 31.2024 till the date of this report

2. There was no change in the nature of business of the Company during the financial year ended March 31. 2024

3. Dunng the year, no significant or material orders were passed by the Regulators or Courts or Tnbunals which impact the going concern status and Company s operation in future

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued cooperat>on and support extended to the Company by various Banks Your Directors’ also place on record sincere appreciation of the continued hard work put in by the employees at all levels, amidst the challenging time The directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company and its management and also thank the Company s vendors, investors, business associates, Cen-tratfState Government and various departments and agencies for their support and cooperation

For and on behalf of the Board of QGO Finance Limited

Rear Admiral Vineet Bakhshi (Retired)

Chairman and Independent Director DIN:02960365

Address: 137, Shakti Nagar, Dadabari,

Kota-324009 Rajasthan, India Date: July 29, 2024

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 22nd Annual Report on the business and operations of the Company together with Audited Balance Sheet as at 31st March 2015.

OPERATION AND FINANCIAL RESULTS:

The summary of operation and financial results of the company for the year with comparative figures for last year is as under:

(Amount in Lac)

FINANCIAL RESULTS 2014-15 2013-14

Revenue from operations 55.13 60.32

Other Income 0.28 18.93

Less: Operational & Other expenses 35.51 42.78

Profit/(Loss) before Depreciation 19.90 36.47

Less: Depreciation - 1.07

Less: Finance Cost 3.00 8.83

Less: Exceptional Items - 0.56

Profit/ (Loss) Before Taxation 16.90 26.01

Less: Provision for Tax 6.22 6.00

Less: Prior Year's Income Tax 4.76 -

Net Profit After Tax 5.92 20.01

REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

The Company being a registered NBFC has during the financial year under review has generated revenue of Rs. 55.13 lacs (previous year 60.32 lacs) from operational activity, resulting in net profit of Rs. 5.92 lacs (previous year Rs.20.01/- lacs)

TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred to reserves in Balance sheet.

DIVIDEND:

Your Directors decided to plough back the profit and therefore dividend is not declared.

DIRECTORS:

During the year under review the Board of Directors of the Company, Mr. Naresh Patade (DIN 06706482) is a Whole Time Director and Mr. Tribhawan Kumar Parnami (DIN 01186423) is Managing Director of the Company. The Company had, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, Appointed Ms. Sunita Malhotra (DIN 07001256), Mr. Ishant Malhotra (DIN 06459062) and Mr. Amreesh Kumar (DIN 03069885) as Independent Directors of the Company. Mr. Tribhawan Kumar Parnami (DIN 01186423) is getting retired by rotation and eligible for re-appointment. As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every Listed Public Company is required to have at least one-third of the total number of Directors as Independent Directors. In accordance with the provisions of Section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges and also in the opinion of the Board of Directors they fulfills the conditions set out in the Act. Brief details of Directors proposed to be appointed / reappointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

Mr. Raman Kumar Parnami, Mr. Anil Kumar Parnami, Mr. Brajesh Kumar Kataria, Ranjeet Sharma and Kishan Chand Wadhwa have resigned from the Directorship on 14th February 2015.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received. The performance evaluation of the Independent Directors who will be appointed at the ensuing Annual General Meeting was carried out by the entire Board. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process

SHARE CAPITAL:

During the year under review, there were no changes in the Capital Structure of the Company. As on 31st March 2015, the paid up capital of the Company was Rs. 3,35,28,000/- comprising of 3352800 Equity Shares of Rs. 10/- each.

CHANGE OF MANAGEMENT/ OPEN OFFER:

During the previous year, current management had transferred their holding of 561000 shares to Mr. Rakeshch and M Jain. In view of this, the open offer was triggered by Mr. Rakeshchand M Jain vide SPA singed on 27.03.2015 between Rakeshchand M Jain and Mr. Anil Kumar Parnami. The open offer process is going on as per the guidelines of Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the Equity Shareholders Of the company and accordingly the public announcement were made by Mr. Rakeshchand M Jain on 27.03.2015 to Bombay Stock Exchange as well as to SEBI on 27.03.2015.The detailed public statement was published in the newspapers and the same were forwarded to the respective competent authorities.

The necessary approval for open offer has been received by the merchant banker on 17.07.2015. The open offer was open from 4th August 2015 to 17th August 2015. The necessary formalities were completed by the merchant bankers as well as RTA in this regards.

RBI Approval for open offer

Being a Non-banking finance company (NBFC), since the open offer was triggered, the necessary approval for change of management has been filed and the approval for the same is awaited. The stakeholders of the Company will be informed about the updates in said matter.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a separate part of this Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow. A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement: (i) That in the presentation of the annual accounts for the year ended March 31, 2015, applicable accounting standards have been followed and that there are no material departures; (ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended March 31, 2015 and of the profit of the Company for the year ended on that date; (iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the annual accounts have been prepared on a going concern basis. (v) That internal financial controls followed by the Company are adequate and were operating effectively (vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

RISKS AND MANAGEMENT POLICY

The Company has in October 2014 constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company's risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company's risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC) charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management process focusses on ensuring that these risks are identified on a timely basis and addressed.

SUBSIDIARIES COMPANIES:

The Company is having 6 Subsidiaries, namely Parnami Goods Carrier Pvt. Ltd., Signature Finance Private Limited, GLP Habitation Private Limited, Suman Villas Private Limited, M.R. Agrotech Private Limited, V S Developers Private Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH &DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Energy conservation measures taken : Nil

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy : Nil

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods : Nil

(d) Total energy consumption and energy consumption per unit of production : Nil

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption : Nil

B. Consumption per unit of production : Nil

TECHNOLOGY ABSORPTION

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,

I Research and Development : Nil

II Technology Absorption, Adaptation and Innovation : Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Earnings in Foreign Exchange during the year : Nil

II. Foreign Exchange outgo during the year : Nil

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Company Secretary at the registered office of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2014-15 Pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure 'B' and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors

RE-APPOINTMENT OF THE STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Subramaniam Bengali & Associates., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's Auditors. The Company has received certificate and confirming that their re-appointment for the year 2015-16, if made at the ensuing Annual General Meeting of the Company will be appointed upto the 28th Annual General meeting will be held in the calendar year 2019 in accordance with the provisions of the Companies Act, 2013 and as per the term prescribed under the said act.

DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

SIGNIFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS

There have been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arm's length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 attached as Annexure 'C' as part note No. 2(21)(iii) of the standalone financial account.

Your attention is drawn to the Related Party disclosures set out in Note no.2 (21) of the Standalone Financial Statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any transactions so there are not particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

BOARD MEETINGS

During the financial year 2014-2015, the Board of Directors met 7 times. The gap between any two meetings has been less than four months.

Details of the Board of Directors and Attendance Record of Directors during the financial year ended March 31, 2015 is as under:

Name of director No.of meetings No.of meetings Last AGM held Attended Attended

Mr. T.K Parnami 7 7 Yes

Mr.Naresh Patade Vasant 7 3 No

Mr.Raman Kumar Parnami * 7 1 Yes

Mr. Anil Kumar Parnami * 7 5 Yes

Mr. Brajesh Kumar Kataria * 7 6 Yes

Mr. Kishan chand wadhwa * 7 2 Yes

Mr. Ranjet P. Sharma * 6 Nil No

MR. Anil Khanna 6 6 Yes

Mr.Amreesh Kumar ** 6 3 No

Mr.Ishant Malhotra ** 6 3 No

Mrs.Sunita Malhotra *** 6 Nil No

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31,2015 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 in the prescribed form MGT-9 is attached as Annexure 'A' and forms part of this report.

BOARD COMMITTEES

The Company has the following Committees of the Board:

* Audit Committee

* Stakeholders Relationship Committee

* Nomination & Remuneration Committee

* Risk Management Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.parnamicredits.in under investors/policy documents/Vigil Mechanism Policy link.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company's independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreements, the, the Board had adopted a risks management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risks as and when they evolve.

COST AUDITORS

As the Company is operating in the service industry, cost audit is not applicable to the Company and hence no reporting is required.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received : NIL

Number of Complaints disposed off : NIL

INDUSTRIAL RELATIONS:

The company maintained healthy, cordial and harmonious industrial relations at all levels the enthusiasm and unstinting efforts of employees have enabled the company to remain at the leadership position in the industry it has taken various steps to improve productivity across organization.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. T.K.Parnami Chairman & Managing Director, Compliance Officer

Mr. Mr. Naresh Patade Vasant Whole time Director

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

By Order and on behalf of the board

Sd/- T. K. Parnami DIN : 01186423 Chairman & Managing Director Place: Gurgaon Dated: 03rd September, 2015

Registered Office:

Parnami Tower 2nd Floor, Sco 50-51 Old Judicial Complex Civil Lines, Gurgaon, Haryana - 122 001