We have audited the accompanying financial statements of QGO Finance Limited ("the Company"), which comprise the balance sheet as at March 31, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary' of material accounting policies information and other explanatory information (together referred to as"Ind AS financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid hid AS financial statements give the information required by the Companies Act, 2013, as amended, ("Act") in the manner so required and give a true and fair view in conformity with the Indian Ao^tmting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards} Rules, 2015 as amended ("Ind AS'11) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including other comprehensive income, changes in equity and its cash flow's for the year then ended.
11, basis for Opinion
We conducted our audit of the Ind AS financial statements in accordance witli the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our responsibilities under those 5As are further described in the Auditors' Responsibilities for the Audit of the Ind AS financial statements' section of our report. We are independent of the Company in accordance with the Cotie of Ethics issued by tho Institute of Chartered Accountants of India ("[CAT"} together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our of her ethical responsibilities in accordance with these requirements arid the Code of Ethics, Wc believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on Ind AS financial statements.
Ill, Key Audit Matters
Key audit matters are' those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements of the financial vear ended March 31, 2025. These matters were addressed in the context of ow audit of the Standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no kev audit mailers to be communicated in our report.
IV, Information Other than the Standalone Ind AS Financial Statements and Auditors' Report thereon
The Company's management and Board of Directors is responsible for the preparation of the other Information, The other information included in the Annual Report which also comprises the information included in the Company's Directors' Report including Ajmexnjtys J» Board-1 Report, Management Discussion and Analysis and Report on Corporate Governance but docs not include the Standalone Ind AS Financial Statements and our auditors'1 report thereon. The Annual Report is expected to be made available to us after the date of this Audit Report.
Our opinion on the Standalone End AS Financial Statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
In connection with our and it of the standalone Ind AS Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if based on the work we have performed and if we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance and take appropriate actions in accordance with Standards on Auditing. We have nothing to report in this regard,
V. Management’s responsibility for the Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the preparation of these Ind AS Financial Statements thai give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with tire accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of lire assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,
in preparing the Ind AS Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relaLed to going concern and using I ho going concern basis of accounting unless lire management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably t>e expected to influence the economic decisions of users taken on the basis of these Ind AS Financial Statements,
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also;
* Identify and assess the risks of material misstatement of the Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
* Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls in place and the operating effectiveness of such controls.
* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
* Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty' exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern, If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report, I lowever, future events or conditions may cause the Company to cease to continue as a going concern.
* Evaluate the overall presentation, structure and content of tire Ind AS Financial Statements, including the disclosures, and whether the ind AS Financial Statements represent the underlying; transactions and events in a manner that achieves fair presentation.
We comnuinicaLe with those charged with governance regarding, among other matters, Lhe planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Wc also provide those charged with governance with a statement that wc have complied with relevant ethical requirements regard ing in dependence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current year and arc therefore the key audit matters. We describe these matters in our auditors1' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstands, we determine;that a matter should not he communicated in our report because the adverse consequences of doing so w ould reasonably be expected to outweigh the public interest benefits of such communication.
VII. Other Matter
Tire ind AS financial statements of the Company for the vear ended March 31,2024, included in these Ind AS financial statements, have been audited by the predecessor auditors, Messrs Bengali & Co, Chartered Accountants, who expressed an unmodified opinion on those statements on May 13,2024.
Our Opinion is not modified in respect of these matters.
VI1L Report on Other Legal and Regulatory' Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order1"), issued by tire Central (Government of India in lernvs of sub-section (11) of Section 143 of the Act and on the basis of such checks of the books arid records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Anncxure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
i) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit, si) In our opinion, proper books of account as required by law have been kept by Ihe company so far as it appears from our examination of those books except for the matters staled in the paragraph 17,6 below on reporting under Rule 11(g).
iii) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
iv) In our opinion, Lhe aforesaid Ind AS Financial Statements comply wiLh the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended,
v) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified is on March 31, 2025 from being appointed as a director in terms ot Section 164(2) of the Act.
vi) With respect to the adequacy ot the internal financial controls with reference to Ind AS Financial Statements oi the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"_
vii) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid / provided by the Company to its directors in accordance with the provisions of Section 197(16) read With Schedule V to the Act,
With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of Hie Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us, we report as under:
i) The Coi n pany d oes n ot hov e .1 n y pen ding Iiti gation s w hioh w o'uld ha ve an imp at11 on its financial position as at March 31, 2025 in its Standalone Ind AS Financial Statements;
ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii) There were no amounts which were required to he transferred to the investor Education and Protection Fund by the Company.
iv) a) The management has represented to us that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other per son (s) or entity (ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shah, whether, directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
b) The management has represented lhaL, to Lhe besL of its knowledge and befiet, no funds have been received by the Company from any person (s) or entity(ies)| including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, tend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures that we considered reasonable and appropriate 111 the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v) The Board of Directors of the Company have proposed interim dividend for the quarter ended March 3'!, 2025 and paid interim dividend in past 3 quarters.
vi) Based on our examination which included lest checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility except in respect of maintenance of Fixed Asset records and payroll records which are not maintained in the accounting software and wherein the accounting software did not have audit trail feature enabled for the same. The Audit trail facility has been operating throughout the year for all relevant transactions recorded in the software/application. Further,
during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting sofhvave.
For the previous financial vear (April 1, 2G23 to March 31,2G24), the audit trail has been preserved by the Company in accordance with statutory record retention requirements except in respect of the transactions as mentioned above, where the audit trail is not maintained and hence not retained.
For R. C KESHA MW ALA & CO, CHARTERED ACCOUNTANTS FRN: 108B32W
MANJSII R. RESITAMWALA
Mumbai: 26111 May. 2025 PARTNER
UDIN: 251065&BMTDVJ6623 MEMBERSHIP NO.lO^eh
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