Qgo Finance Ltd Directors Report

DIRECTORS REPORT

Dear Members,

The Board of Directors (the "Board") of QGO Finance Limited are delighted to present the 32^nd (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 (Ind AS).

1. Financial Summary and Operational Performance:

The Audited Financial Statements for the Financial Year ended March 31, 2025 ("year under review"), 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 Companys brief performance during the financial year under review as compared to the previous financial year is summarized below:

Description	2024-25	2023-24
Revenue from Operations	16,40,27,905	14,04,49,701
Other Income	2,13,722	4,99,488
Total Revenue	16,42,41,626	14,09,49,189
Less: Expenses	12,40,70,965	10,72,91,243
Less: Amount transferred to NBFC Reserve Fund	80,83,550	68,19,606
Profii/(Loss) Before Tax	4,01,70,662	3,36,57,946
Less: Current Tax	1,04,98,600	84,71,032
Deferred Tax	(8,83,831)	2,35,906
Prior years Tax/ Interest	(1,06,323)	(15,87,719)
Profit after Tax	3,06,62,216	2,65,38,727

Note:

1. Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/disclosure.

For the Financial year ended March 31, 2025, the Company has reported a Turnover of Rs. 16,42,41,626/- as compared to the previous financial year ended March 31, 2024 of Rs. 14,09,49,189/-, which constitutes a growth of 16.53% in turnover whereas the Net Profit stood at Rs. 3,06,62,216/- for the year under review as compared to a profit of Rs. 2,65,38,727/- for the previous financial year.

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

2. State of Companys 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 NonBanking 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:

> Cooperative Housing Society Loans;

> Project 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 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, 1949 or any amendment thereto.

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

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

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/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 ones 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 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 structuring 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 has been retained in the Profit and Loss Account, except for a sum of Rs. 80,83,550/-, which has been transferred to the "NBFC Reserve Fund" maintained by the Company in compliance with Section 45-IC (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 of members at the ensuing Annual General Meeting (the "AGM") of the Company.

5. 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:

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 Companys 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, safety 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.

i. 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 nonconvertible debentures on a private placement basis. Out of the total, Rs. 4,00,00,000 (Rupees Four Crore only) were redeemed/retumed 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, 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 it is not mandatorily required under applicable regulatory guidelines.

8. Performance of Subsidiaries, Associates and Joint Venture Companies;

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

9. 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 nondeposit taking NBFC-BL with the RBI and Company has not accepted any deposits during the year under review.

10. Board of Directors & Key Managerial Personnel:

Board of Directors (BOD):

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 NonExecutive 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 on March 31,2025, 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 Companys website at https: / / qgofinance.com/our-management/

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.

Key Managerial Personnel (KMP):

The Companys 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 the Companys operations. They are responsible for ensuring robust internal controls, statutory and regulatory compliance, financial discipline, and effective execution of the Boards strategies and directives.

The KMPs possess the necessary professional qualifications, experience, and expertise required for their respective roles and function under the 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 four Non-Executive Directors, two are Independent Directors. The composition of the Board, the positions held, their directorship in the Company, and other relevant details are provided below:

Sr. No.	Name of the Directors	Category	Date of Appointment
1.	Rear Admiral Vineet Bakhshi (Retd)	Independent Director & Chairman	01/08/2018
2.	Mrs. Rachana Singi	Managing Director	29/09/2018
3.	Mr. Virendra Jain	Independent Director	28/07/2018
4.	Mrs. Seema Pathak	Non-Executive Director	01/08/2018
5.	Mrs. Deepika 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 Meeting Details:

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Companys financial performance. 13 (Thirteen) Board Meetings were held during the year ended March 31, 2025. The Board 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 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
11.	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 Directors 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. Retirement 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. Deepika Nath possesses requisite qualification and experience and therefore, your Directors recommend her reappointment in the ensuing Annual General Meeting.

12. 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 with 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.

13. 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 fulfil 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.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. All the Independent Directors have qualified in the online proficiency selfassessment 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 the Company are disqualified from 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(s) and or re-enactment(s) 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 (NonBanking 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 the financial year 2024-25.

Further, based on these disclosures and confirmations, the Board is of the opinion that the Directors of the 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 of Conduct:

All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Company for the financial year 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 DIR-3 KYC annually on the MCA portal verifying their mobile number and personal email address. All the 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&O) 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 duty.

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

16. Companys 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 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 Board members & senior executives are aligned with the Companys 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 of 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://qgofinance.com/code- and-policies/

Succession Planning:

The Company follows an internal succession planning framework to ensure continuity in leadership and efficient management. Although not mandatorily required, a Succession Planning Policy for the Board and Senior Management has been voluntarily adopted by the Company.

17. Committees:

The constitution of the Board Committees is in compliance with the applicable provisions of the Companies Act, 2013, 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 Relationship 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, and to promote transparency in the Companys governance practices. Accordingly, the Committees constituted 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 Companys established systems and processes for internal financial controls, governance. The Committee is governed by a Charter that is in line with the regulatory requirements 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.

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

B. Nomination and Remuneration Committee:

Pursuant to Section 178(1) of the Companies Act, 2013 ("the Act") and 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. It also oversees the Companys 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 RBIs 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 Companys website at: https:/ / qgofinance.com/code-and-policies/

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.

E. Risk Management Committee:

In accordance with Chapter VI of the Master Direction - Reserve Bank of India (NonBanking 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 overall risks faced by the Company, including liquidity risk, and reporting the same to the Board.

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

18. Performance Evaluation of the Board, 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 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 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 are in alignment with 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 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.

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.

19. 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, 2025, the applicable accounting standards have been followed and there are no material departures from the 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, 2025 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, 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 the provisions of all applicable laws and that such systems are adequate and operating effectively throughout the financial year ended March 31, 2025.

20. Risk Management Policy:

The Company 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 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 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 RBIs 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 https://qgofinance.com/code-and-policies/. 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. Internal Financial Controls:

According to Section 134(5) (e) of the Act and other applicable provisions issued by RBI and SEBI 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 Companys 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 Companys 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.

22. Corporate Social Responsibility:

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

In 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 fall 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. 3,00,000 to Rural Development Kendra, an organization dedicated to providing paediatric healthcare to underprivileged 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 or 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 the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business and on arms 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 Sectionl86 of the Act.

It is further clarified that the Company, being a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India, 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. 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- 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

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 Companys 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 written request to the Company Secretary and Compliance Officer at q gocs@q gofinance.com.

Further, the revision in the remuneration of Mrs. Rachana Singi, Managing Director, has been approved by the Board of Directors at its meeting held on May 26, 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 Exchange Earnings and outgo:

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is stated hereunder:

Conservation of energy:

(I)	the steps taken or impact on conservation of energy	Nil
(Si)	the steps taken by the Company for utilizing alternate sources of energy	Nil
(iii)	the capital investment on energy conservation equipments	Nil

Technology absorption:

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

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

27. Auditors & Audit Reports:

Statutory Auditors and Auditors Report:

The Members of the Company, at the 31^st Annual General Meeting, appointed M/s. R C Reshamwala & Co., Chartered Accountants (FRN: 108832W), as the Statutory Auditors of the Company to hold office for a term of five (5) years, from the conclusion of the 31^st (Thirty-First) Annual General Meeting up to the conclusion of the 36^th (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 (ICAI), which is a prerequisite for issuing Limited Review Reports and Audit Reports.

The Auditor⁷s Report on the audited financial statements of the Company for the year ended March 31,2025, 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 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 Companys 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 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 & Mehta, Practicing Company Secretaries as Secretarial Auditors 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 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.

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.

29. Vigil Mechanism/Whistle 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 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 during 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/code-and-policies/.

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

30. Prohibition of Insider Trading:

Your Company has adopted a Code of Conduct for Prevention of Insider Trading in its securities, along with a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Insider Trading Code of Conduct is available on the Companys website at the following link: https: / / qgofinance.com/code-and-policies/.

31. 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 2024-25.

32. Annual Return:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 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 Boards Report.

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

https: / / qgofinance.com/annual-report-retums/.

33. Corporate Governance Report:

The Companys 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 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(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 Companys 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 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 Annexure-5

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 both by law and by the Companys 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 Harassment 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: / / qgofinance.com/code-and-policies/.

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	No of complaints
		Pending as on April 01, 2024	filed during the year	Disposed-off during the year	Pending as on March 31,2025
1	Sexual harassment complaints	NIL	NIL	NIL	NIL

36. Disclosure as per provisions relating to the Maternity Benefits Act, 1961;

The Company complies 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 noncompliance reported in this regard.

37. Compliance with Secretarial Standards on Board Meetings and General 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-1) 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 RBI. All the Directors and Senior Management of the 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 with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.

40. Disclosure under Section 43(AHii) 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(lHd) of the Companies Act, 2013:

The Company has not issued any Sweat Equity 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 required to be furnished.

42. 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) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

43. Disclosure under Section 67131 of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting 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.

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 any proceeding under the Insolvency and Bankruptcy Code, 2016 was pending.

45. The details of difference between amount of the valuation done at the time of onetime 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 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, 2025 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 31,2025.

3. During the year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

47. Fixed Deposits:

Your Company is a non-deposit taking Company. The Company had not accepted any fixed deposit during the FY 2024-25. The Company has passed a Board resolution for non-acceptance of deposits from public.

48. RBI Guidelines:

Reserve Bank of India ("RBI") granted the Certificate of Registration to the Company on February 26,2019 vide Registration No. B-13.02220, to commence the business of a Non-Banking Financial Institution without accepting deposits. Your Company is a NonBanking Financial Company - Base Layer (NBFC-BL). Your Company has complied with and continues to comply with RBI Scale Based Regulations and other applicable regulations.

The Company continues to fulfil 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 18.15% as on March 31,2025.

The Company continues to be in compliance with the Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023, and all other applicable RBI directions and circulars.

ACKNOWLEDGEMENT:

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 to the esteemed shareholders for their support and the confidence reposed in the Company and its management and also thank the Companys 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 Bakhshi (Retired)

Chairman and Independent Director

DIN:02960365

Address: 137, Shakti Nagar, Dadabari,

Kota- Rajasthan, India

Date: August 04, 2025