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:

Note:

1. PrcnhHis year's figures hiwe hceu regrouped/redassijie4 wherever nccessnnf to correspond rAtJr
ific current \/c<ir's doss^cathr^ti^losure.

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;

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 £Ý 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;

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.

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:

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:

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:

Technology absorption:

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 <fc Mehta, Practicing Company
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:

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.