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Dear Members,
The Board of Directors (the Board) of QGO Finance Limited
are delighted to present the 33rd (Thirty-Third) Annual Report along with Audited
Financial Statement as on March 31, 2026, Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement for the year ended March 31,2026, in compliance with Indian Accounting
Standards.
1. FINANCIAL SUMMARY AND OPERATIONAL PERFORMANCE
The Audited Financial Statements for the Financial Year ended March 31,
2026 (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 regarding Ind-AS reporting have been made under the Notes to Financial
Statements. The Company?s brief performance during the financial year under review as
compared to the previous financial year is summarised below:
| Description |
2025-26 |
2024-25 |
| Revenue from Operations |
18,19,17,921 |
16,40,27,905 |
| Other Income |
6,36,899 |
2,13,722 |
| Total Revenue |
18,25,54,820 |
16,42,41,626 |
| Less: Expenses |
13,76,61,983 |
12,40,70,965 |
| Less: Amount transferred to NBFC Reserve Fund |
72,84,194 |
80,83,550 |
| Profit/(Loss) Before Tax |
4,48,92,837 |
4,01,70,662 |
| Less: Current Tax |
1,16,72,500 |
1,04,98,600 |
| Deferred Tax |
(3,62,245) |
(8,83,831) |
| Prior year?s Tax/lnterest |
(1,45,289) |
(1,06,323) |
| Profit after Tax |
3,37,27,871 |
3,06,62,216 |
Note: 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, 2026, the Company has reported
total revenue from operations including other income Rs. 18,25,54,820/- as compared to the
previous financial year ended March 31, 2025 of Rs. 16,42,41,626/-, which constitutes a
growth of 11.15% in total revenue whereas the Net Profit stood at Rs. 33,727,871/- for the
year under review as compared to a profit of Rs. 30,662,216/- 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 COMPANY?S AFFAIRS AND BUSINESS OVERVIEW
The Company is classified as Category B? Non-Banking
Financial Institution by the Reserve Bank of India (RBI), wherein it is permitted to carry
on the business of a Non-Banking Financial Company without accepting deposits from the
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 persons or corporations having dealings 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-1 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 are also
available to facilitate the renovation or repair/extension purposes in the house or flat.
An innovative way to expand business by using the same property to
finance the business capital needs and then, expanding the business. It is an austere and
efficient way of leveraging one?s source of income.
An easy and quick process for documentation with minimal paperwork and
disbursal of loan amount in quick time.
We understand the importance of timely financing in the success of a
business and offer our clients 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. 72,84,194/-, 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 2025-26 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 utilised Rs. 12,87,253/- towards
new fixed assets. The net fixed assets as of March 31, 2026, stood at Rs. 41,12,844/- as
compared to Rs. 46,61,669/- as on March 31, 2025. The Company has provided depreciation of
Rs. 17,50,016/- 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 Company?s objective. The
Company is managed by the active involvement of the promoters along with strategic inputs
from a well-diversified and competent board and management.
As on March 31, 2026, the Company had 13 employees on its rolls. The
gender-wise distribution of employees is provided in the table below:
| Particulars |
No. of Employees |
| Male |
8 |
| Female |
5 |
| Transgenders |
Nil |
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. 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 31,2026, 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 Ten Crore only). |
| Issued, Subscribed and Paid up Share Capital |
As on March 31,2026, 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 (Rupees Six Crore Ninety-Five Lakh Twenty-Eight Thousand
only). |
8. NON-CONVERTIBLE DEBENTURES
During the year, the Company raised a total of Rs. 27,50,00,000/-
(Rupees Twenty-Seven Crores Fifty Lakhs only) through the issuance of transferable,
unsecured, unlisted non-convertible debentures on a private placement basis and Rs.
4,93,00,000/- (Rupees Four Crore Ninety-Three Lakh only) through the issuance of
transferable, secured, unlisted non- convertible debentures on a private placement basis.
Out of the total, Rs. 15,50,00,000/- (Rupees Fifteen Crore Fifty Lakh only) were
redeemed/returned during the year.
9. 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.
10. BORROWINGS
As on March 31, 2026, the Company had an outstanding total borrowing of
Rs. 1,11,25,995 (Rupees One crore eleven lakh twenty-five thousand nine hundred and
ninety-five only) against outstanding total borrowing of Rs. 2,42,85,533 (Rupees Two crore
forty-two lakhs eighty-five thousand five hundred and thirty-three only) as on March 31,
2025, indicating a decrease in borrowings by 54.18%. The details of outstanding borrowing
as of March 31, 2026, is given in the Notes to Financial Statements forming part of this
Annual Report.
11. PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, your Company had no subsidiary, joint
venture or associate company. Also, the Company did not become a part of any Joint Venture
during the year.
12. DEPOSITS
The Company being an NBFC, the provisions relating to Chapter V of the
Act, i.e., acceptance of deposit, are not applicable. Further, the Company is registered
as non-deposit taking NBFC-BL with the RBI and Company has not accepted any deposits
during the year under review.
13. 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 Non-Executive Independent Directors including Women Directors in accordance
with the provisions of Companies Act, 2013. All the Directors have rich experience and
specialised knowledge in sectors covering law, finance, accountancy and other relevant
areas.
As on March 31, 2026, the Board consists of 5 (Five) directors
including 3 (Three) women directors. The Chairman of the Company is an Independent
Director. The profile of all the Directors can be accessed on the Company?s website
at https://qgofinance.com/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 Company?s Key Managerial Personnel, comprising the Managing
Director, Chief Financial Officer, and Company Secretary, play a critical role in the
day-to-day management and administration of the Company?s operations. They are
responsible for ensuring robust internal controls, statutory and regulatory compliance,
financial discipline, and effective execution of the Board?s strategies and
directives. The profiles of the Key Managerial Personnel can be accessed on the
Company?s website at https://qgofinance.com/our-management/.
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.
14. 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 S. Chairman |
01/08/2018 |
| 2 Mrs. Rachana Singi |
Managing Director |
01/08/2018 |
| 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 2025-26 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 Company?s financial performance. 8 (Eight) Board
Meetings were held during the year ended March 31,2026. 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 |
May 26,2025 |
5 |
4 |
| 2 |
August 04,2025 |
5 |
5 |
| 3 |
October 18,2025 |
5 |
4 |
| 4 |
November10,2025 |
5 |
5 |
| 5 |
November 24,2025 |
5 |
5 |
| 6 |
December 04,2025 |
5 |
4 |
| 7 |
February 09,2026 |
5 |
4 |
| 8 |
February 26,2026 |
5 |
5 |
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 17,2026, 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 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 Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Seema Pathak (Holding DIN: 01764469) Non-Executive
Director, 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 at the ensuing Annual General Meeting. During the year under review,
none of the Directors, including the Independent Directors, resigned from the Board of the
Company.
15. KEY MANAGERIAL PERSONNEL
As on March 31,2026, 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 S.
Chief Operating Officer |
During the financial year 2025-26 there has been no change in the
composition of the key managerial personnel.
16. 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 and Regulation 25(8)
of the SEBI Listing Regulations 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 Director?s Database maintained by the Indian
Institute of Corporate Affairs. All the Independent Directors have qualified in the online
proficiency self-assessment test or are exempted from passing the test as required in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014.
None of the Directors of the Company are disqualified from being
appointed as Directors, continue to act as a Director, 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 Reserve Bank of India (Non-Banking
Financial Companies - Governance) Directions, 2025.
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
2025-26.
Each of the Directors of the Company have confirmed that he / she is
not debarred from holding the office of director by virtue of any order by SEBI or any
other authority.
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 2025-26. A
declaration signed by the Managing Director in this regard forms part of the Annual
Report.
17. DIRECTORS & OFFICERS LIABILITY INSURANCE
The Directors and officers (DS.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 2025-26, the Company has taken Directors S. officers
Liability Insurance for all its Board of Directors and members of Senior Management for
such quantum and risks as determined by the Board.
18. 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 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 S. 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/code-and-policies/
19. 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.
20. COMMITTEES
The constitution of the Board Committees follows 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, Credit Committee (formerly known as Administration
Committee), Stakeholders Relationship Committee, Asset-Liability Management Committee,
Internal Complaints 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 Company?s 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 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.
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 Company?s HR strategy covering recruitment,
training, talent management, succession planning, and the overall compensation structure.
The Committee ensures alignment of these practices with the principles of sound governance
and prudent risk management, as outlined in the RBI's regulatory framework applicable to
NBFCs.
The Committee also anchored the performance evaluation of the
individual Directors, and the details of the same are disclosed in the Corporate
Governance Report.
The Nomination and Remuneration Policy is available on the Company's
website at: https://qgofinance.com/wp-
content/uploads/2026/07/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. Credit Committee (formerly known as
Administration Committee)
The Credit Committee (formerly known as 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 Reserve Bank of India (Non-Banking Financial
Companies - Governance) Directions, 2025, 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.
F. Asset-Liability Management Committee
In accordance with Reserve Bank of India Master Directions the Board of
the Company has constituted an Asset-Liability Management Committee.
The details of the Committee are disclosed in the Corporate Governance
Report.
21. 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.
22. DIRECTORS? RES PO NS IBI LITY STATE M E NT
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, 2026, 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 of March 31, 2026, 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 31,2026, 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 31,2026.
(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 31,2026.
23. 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 RBI?s 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 www.qgofinance.com. The other details in
this regard are provided in the Corporate Governance Report, which forms part of this
Annual Report. Further, the Risk Management Policy of the Company is attached as
Annexure-1.
24. 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 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.
25. 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 CSR contributions.
26. 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 arm?s length and not material. Hence, no disclosure is required to be given in
this regard in Form AOC-2.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not granted any loans,
provided any guarantees or securities or made any investments under the provisions of
Section 186 of the Act.
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.
28. 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 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.
29. 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 |
| (ii) the steps taken by the Company for
utilizing alternate sources of energy |
Nil |
| (iii) the capital investment on energy
conservation equipment's |
Nil |
| Technology absorption |
|
| (i) the effort made towards technology
absorption |
Nil |
| (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 |
| the details of technology imported |
- |
| the year of import; |
- |
| whether the technology has been fully
absorbed |
- |
| if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof |
- |
| (iv) the expenditure incurred on Research and
Development |
Nil |
Further, there were no foreign exchange earnings or outgo during the
year under review.
30. AUDITORS & AUDIT REPORTS Statutory
Auditors and Auditor's Report
The Members of the Company, at the 31st 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 31st (Thirty-First) Annual General Meeting up to the conclusion of the
36th (Thirty-Sixth) Annual General Meeting, to be held in the year 2029.
The auditors have confirmed their eligibility limits as prescribed in
the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of
the Company.
The Statutory Auditors fulfil 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 Auditor?s Report on the audited financial statements of the
Company for the year ended March 31, 2026, 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 2025-26.
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. Chandani Rathod &. Co., Chartered Accountants, were appointed
as the Internal Auditors of the Company for the FY 2025-26 in the Board Meeting held on
August 04,2025, 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 August 04, 2025, had appointed M/s. Himanshu Gajra S. Co, Practicing
Company Secretaries as Secretarial Auditors of the Company for the FY 2025-26. The
Secretarial Audit Report for FY 2025-26 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,
2026, 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.
31. 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.
32. 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 S. 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 31,2026.
33. 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 Company?s website at the following link:
https://qgofinance.com/code-and-policies/
34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2) of Listing Regulations and with eflFect
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
2025-26.
35. 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 Board?s Report.
The Annual Return of the Company as of March 31, 2026, in Form MGT - 7
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at-
https://qgofinance.com/annual-report-returns/
The annual return of 2025-2026 will be placed after completing the
annual filings.
36. CORPORATE GOVERNANCE REPORT
The Company?s Corporate Governance Practices reflects a value
system encompassing culture, policies, and relationships with the stakeholders. Integrity
and transparency are key to Corporate Governance Practices to ensure that Company gains
and retains the trust of stakeholders at all times. It is about maximizing shareholder
value legally, ethically and sustainably. The Board exercises its fiduciary
responsibilities in the widest sense of the term.
The compliance of Corporate Governance provisions specified in
Regulation 17 to 27 and clauses (b) to (i) and (t) of sub- regulation (2) of regulation 46
and paras 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
Company?s philosophy of integrated reporting, the Company has made 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".
37. 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.
38. 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 Company?s internal policies.
In accordance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted
an Internal Complaints Committee (ICC) to redress complaints, if any, regarding sexual
harassment at the workplace.
In line with the provisions of the Sexual 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 |
Complaints at the beginning of the year
April 01,2025 |
Received during the year |
Resolved during the year |
Complaints at the end of the March
31,2026 |
| 1 Sexual harassment complaints |
NIL |
NIL |
NIL |
NIL |
39. 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
non-compliance reported in this regard.
40. 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 2025-26, 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.
41. 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.
42. 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.
43. 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.
44. DISCLOSURE UNDER SECTION 54(l)(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(l)(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
required to be furnished.
45. DISCLOSURE UNDER SECTION 62(l)(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(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
46. 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.
47. 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.
48. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There were no such transactions during the financial year 2025-26.
49. CHANGES IN NATURE OF BUSINESS
There has been no change in the existing nature of business and
operations of the Company during the year under review.
50. 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 31,2026,
till the date of this report.
2. 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.
51. FIXED DEPOSITS
Your Company is a non-deposit taking Company. The Company has not
accepted any fixed deposit during the FY 2025-26. The Company has passed a Board
resolution for non-acceptance of deposits from public.
52. 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 Non-Banking Financial Company - Base Layer (NBFC - BL). Your Company has
complied with and continues to comply with applicable RBI Regulations and other
regulations issued by sectoral regulators as may be applicable to the entity.
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 18.16% as on March 31,2026.
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 thank the Company?s vendors, investors, business associates,
Central/State Government and various departments and agencies for their support and
cooperation.
| For and on behalf of the Board of QGO Finance Limited |
| Sd/- |
Rear Admiral Vineet Bakhshi (Retired) |
Chairman and Independent Director |
DIN: 02960365 |
Address: 137, Shakti Nagar, Dadabari, Kata - 324009,
Rajasthan, India |
Date: August 10,2026 |
|