Qgo Finance Ltd

Dear Members,

The Board of Directors of Qgo Finance Limited is delighted to present the 30th Annual Report along with Audited Financial Statements as of 31st March, 2023, Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2023 in compliance with Indian AS Accounting Standards.

1. Financial Summary and Operational Performance:

The Audited Financial Statements for the Financial Year ended 31st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind-AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements. The Company's performance during the financial year under review as compared to the previous financial year is summarized below:

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

For the Financial year ended March 31, 2023, the Company has reported a Turnover of Rs. 11,51,81,608/- against the previous year's Turnover of Rs. 8,17,89,102/-, which constitutes a growth of 40% in turnover whereas the Profit before Tax stood at Rs. 2,37,13,818/- for the year under review as compared to a profit of Rs. 1,43,17,873/- for the previous 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 Company's Affairs and Business Overview

The Company is classified as Category 'B' Non-Banking Financial Institution by the Reserve Bank of India, wherein it is permitted to carry on the business of a Non-Banking Financial Company without accepting deposits from the general public.

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

• Business Loan { Retail Loan { Project Loan { Loan Against Property
• Along with the products, company believes in providing a diverse range of services to its customers, which are:
• Providing consultancy and advisory services to clients in the field of financing.
• Providing services of lending money or any term that may be thought fit and particularly to customers or other person or corporation having dealing with the company. However, the company does not carry on the business of banking as defined under the Banking Regulation Act, 1919 or any amendment thereto.
• We offer service/funding for Project loan, peripheral tier-I satellite cities (presently in MMR).

• 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 the business by using the same property to finance the business capital needs and then, expanding the business. It is an austere and efficient way of leveraging one's source of income.
• An easy and quick process for documentation with minimal paperwork and disbursal of loan amount in quick time.
• Retail Loan can be used for multiple purposes such as for travel, marriage, education, consumer durables, electronics and household use.
• We understand the importance of timely financing in the success of a business, and offer our client's customized solutions that help maximize their business opportunities. A dedicated QGO Relationship Manager partners with clients to evaluate their funding needs such as capital expenditure, working capital, business expansion and works on 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 amount has been retained by the Company in their Profit and Loss Account, except for the sum of?48,47,463/- which was transferred to the "NBFC Reserve Fund" maintained by the Company as per RBI Guidelines.

4. Dividend

The Company has declared Four (4) Interim Dividends for the Financial Year 2022-23 amounting to total Dividend of ? 27,81,120 for the entire year.

5. Capital Expenditure

As on 31st March, 2023 the gross fixed assets stood at ?70,66,139/- and net fixed assets ?34,99,454/-. Additions during the year amounted to ?20,60,358/-.

6. Human Resource Management

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

As on 31st March, 2023 the Company had 9 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

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

i. Private Placement of Debentures

The Company has during the year raised funds through issue of Transferable Un-secured Non-convertible Debentures on Private Placement basis to the tune of ^16,00,00,000/- (Rupees Sixteen Crores only)

ii. Share Capital

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 31st March, 2023 the Authorized Share Capital of the Company is 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 31st March, 2023 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).

8. Performance of Subsidiaries, Associates and Joint Venture Companies

During the year under review, your Company did not have any Subsidiary, Associate and Joint Venture Company. Hence the details of this clause are not applicable to the Company.

9. Deposits

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

10. Directors & Key Managerial Personnel

The Board of Directors holds 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, NonExecutive Non-Independent Director and Non-Executive Independent Directors including Women Directors in accordance with the provisions of Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy and other relevant areas.

As on 31st March, 2023, the Board consists of 5 (Five) directors including women directors. The Chairman of the Company is an Independent Director. The profile of all the Directors can be accessed on the Company's website at https://qgofinance.com/team/

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

1. Composition of the Board and Key Managerial Personnels

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

*Appointed Mrs. Deepika Nath as an Additional Non-Executive Director of the Company w.e.f 30th January, 2023

Rear Admiral Vineet Bakshi

Rear Admiral Vineet Bakshi (DIN: 02960365) was appointed as an Independent Director of the Company for a period of 5 (Five) years commencing from August 1, 2018. His First term ended on July 31, 2023. The Board of Directors of the Company at its meeting held on April 18, 2023 and based on the recommendation of the Nomination and Remuneration Committee ("NRC"), re-appointed Rear Admiral Vineet Bakshi (DIN: 02960365) as Independent Director of the Company for a period of second term of 5 (Five) years commencing from August 1, 2023 to July 31, 2028, further his re-appointment is approved by the Members of the Company through Postal Ballot, the details of which are available on the Website of the Company.

Mr. Virendra Jain

Mr. Virendra Jain (DIN: 02738380) was appointed as an Independent Director of the Company for a period of 5 (Five) years commencing from 28 July, 2018. His current term will expire on July 27, 2023. The Board of Directors of the Company at its meeting held on April 18, 2023 and based on the recommendation of the Nomination and Remuneration Committee ("NRC"), re-appointed Mr. Virendra Jain (DIN: 02738380) as Independent Director of the Company for a period of second term of 5 (Five) years commencing from July 28, 2023 to July 27, 2028, further his re-appointment is approved by the Members of the Company through Postal Ballot, the details of which are available on the Website of the Company.

Mrs. Deepika Nath

During the year under review, based on the recommendation of Nomination and Remuneration Committee to the Board of Directors, Mrs. Deepika Nath (DIN: 00843292) was appointed as Additional Director in the category of Non-Executive NonIndependent Director with effect from 30th January, 2023. In the opinion of the Board of Directors, Mrs. Deepika Nath is qualified and possesses requisite qualifications and experience to act as a Non-Executive Non-Independent Director of the Company. Other details with respect to appointment of Mrs. Deepika Nath has been briefed in Notice of AGM forming part of Annual Report.

3. Board Meeting Details

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Company's financial performance. 11 (Eleven) Board Meetings were held during the year ended 31st March, 2023. The meetings were held in hybrid mode i.e, physically and virtually in accordance with the applicable provisions of the Act. The gap between two Board Meetings did not exceed 120 days. The details relating to Board Meeting held during the year and the attendance of Board members in meeting are as under.

4. Retirement by Rotation

In terms of Section 152 of the Act and the Articles of Association of the Company, Mrs. Seema Pathak (Holding DIN: 01764469), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. In the opinion of the Directors, Mrs. Seema Pathak 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, 2023, the following person have been designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

13. Declaration by Independent Directors

There are two Independent Directors on the Board of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 16 of the Listing Regulations.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the independent directors are unaware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

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

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

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

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

a. To set out a policy relating to remuneration of Directors, Key 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/wp-content/uploads/2022/12/ Nomination-and-Remuneration-policy.pdf

15. Committees

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

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

A. Audit Committee:

Pursuant to Section 177 of the Act, the Board has formed an Audit Committee, which assists the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance. The Committee is governed by a Charter that is in line with the regulatory 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.

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 Act, the Board has formed a Nomination and Remuneration Committee. The Committee is responsible for formulating evaluation policies and reviewing all major aspects of Company's HR processes relating to hiring, training, talent management, succession planning and compensation structure of the Directors, KMPs and Senior Management. The Committee also anchored the performance evaluation of the Individual Directors. The details of the same are disclosed in the Corporate Governance Report. The Policy is available on the following website of the Company https://qgofinance.com/wp- content/uploads/2022/12/Nomination-and-Remuneration- policy.pdf

C. Stakeholders' Relationship Committee:

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

D. Administration Committee:

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

E. Risk Management Committee:

According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI Listing Regulations), a Risk Management Committee is to be formed by the top 1000 listed entities based on market capitalization. However, QGO Finance Limited does not fall under the threshold and also Regulation 17 to 27 of SEBI Listing Regulations are not applicable to the Company. But the Board has opted mandatorily to form the Committee in order to cover the short-comings and secure the position of the Company. The details of the Committee are disclosed in the Corporate Governance Report.

16. 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 NonIndependent 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.

17. Directors' Responsibility Statement

Pursuant to Section 134 of the Act, the Directors of the Company, based on representation from the management and after due enquiry, confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2023, 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 31st March, 2023 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 31st March, 2023 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, 2023.

(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, 2023.

18. 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 Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is also available on the Website of the Company at www.qgofinance.com . The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

19. Internal Financial Controls

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

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

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

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

20. Corporate Social Responsibility

The Company believes that as a responsible corporate citizen, it has a duty towards the society, environment, and the Country where it operates. The Company's sense of responsibility (which goes beyond just complying with operational and business statutes) towards the community and environment, both ecological and social, in which it operates is known as corporate social responsibility.

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall in the ambit of limit in respect of Corporate Social Responsibility.

21. Particulars of Contracts or Arrangements with 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 and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report. All related party transactions are entered into only after receiving prior approval of the Audit Committee. Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/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 arm's length and not material.

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions ('RPTs') and the same is available on the website of the Company at https://qgofinance.com/wp-content/uploads/2022/12/ Related-Party-Transaction-Policy.pdf

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

22. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not granted any loans, provided any guarantees or securities or made any investments under the provisions of Section186 of the Act.

23. Particulars of Employees

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

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

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended 31st March, 2023 is provided below:

25. Auditors & Audit Reports

Statutory Auditors and Auditor's Report

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

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

The Auditor's Report on the Audited financial statements of the Company for the year ended March 31, 2023 forms part of this Annual Report and is unmodified and there are no qualifications, reservation, adverse remarks or disclaimer made by the statutory auditors in their report.

Internal Auditors

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

M/s. KARM & Co., Chartered Accountants, were appointed as the Internal Auditors of the Company for the FY 2022-23 in the Board Meeting held on 29th May, 2023 in accordance with the provisions of Section 138 of the Act read with the 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 29th May, 2023, had appointed M/s. Mehta & Mehta, Practicing Company Secretaries as Secretarial Auditor of the Company for the FY 2023-24. The Secretarial Audit Report for FY 2022-23 in form MR 3 is annexed to this report as "Annexure- 4".

The Secretarial Audit Report for the financial year ended March 31, 2023 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark except that the Outcome for Allotment of Non-Convertible Debenture through Circular Resolution as on December 19, 2022 and January 31, 2023 has been intimated to the Stock Exchange at a later date due to technical issues faced by the Company in uploading documents. The Company always endeavors to comply with the Listing Regulations in a timely manner.

Cost Auditors and Cost Audit Report

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

26. Reporting of frauds by Auditors

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

27. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the applicable provisions of Listing Regulations and Section 177 of the Companies Act, 2013 for its Directors and employees. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, 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/wp-content/uploads/2022/12/2.- Whistle-Blower-Policy.pdf

There was no instance of such reporting during the financial year ended 31st March, 2023.

28. Business Responsibility and Sustainability Report

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

29. Annual Return

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

Pursuant to the provisions of Section 134(3)(a) of the Act, copy of annual return for the financial year ended 31st March, 2023 made under the provisions of Section 92(3) of the Act, has been placed on the below mentioned web- address:- https://qgofinance.com/annual-reports-returns/

30. Corporate Governance

The Company's Corporate Governance Practices is a reflection of a value system encompassing culture, policies, and relationships with the stakeholders. 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 of SEBI Listing Regulations.

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

31. Management Discussion & Analysis Report

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

32. Sexual Harassment at Workplace

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

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Compliance with Secretarial Standards on Board Meetings and General Meetings

During the Financial Year 2022-23, the Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India.

34. Fit and Proper Criteria and Code of Conduct

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

35. Prudential norms and Directions of RBI for NBFCs

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

36. Disclosure under Section 43(A)(ii) 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.

37. Disclosure under Section 43(A)(ii) 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.

38. Disclosure under Section 54(1)(d) 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.

39. 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.

40. Disclosure under Section 67(3) 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.

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

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

42. 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 FY 2022-23.

43. 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 31st March, 2023 till the date of this report.

2. There was no change in the nature of business of the Company during the financial year ended 31st March, 2023.

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 Company's operation in future.

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 Company's vendors, investors, business associates, Central/State Government and various departments and agencies for their support and cooperation.