Your Board of Directors (“Board") is pleased to present the 39^th Annual Report of Quest Capital Markets Limited (formerly known as BNK Capital Markets Limited) ("Company”) together with Audited Financial Statements and the Auditor's Report for the financial year ended March 31, 2025.

Financial Summary

The summarized results of the Company with the previous year's figures are given in the table below: (' in Lakhs)

Transfer to Reserves

The Company during the year under review has transferred ' 431.91 Lakhs to the Special Reserve maintained under Section 45 IC of the RBI Act, 1934.

Dividend

Your directors are pleased to declared a final dividend of ' 2.50 per equity share (25% of face value) for the financial year 2024-25 and the dividend pay-out amounted to ' 250- lakhs representing 12.74% of profit after tax for the year. The Board has decided to plough back the remaining profit after tax for business activities during the Financial Year.

State of Company Affairs

The Company has prepared the financial statement in accordance with the provisions of the Companies Act, 2013 and IND AS. The Company's revenue from operation decreased to ' 2,581.12 Lakhs from Rs. 2,645.79 Lakhs and other income increased to ' 17.72 Lakhs from ' 16.19 Lakhs. Profit after tax, marginally decreased to Rs. 1,962.57 lakhs from ' 2,015.17 lakhs earned in the previous year.

Change in the Nature of Business

During the year under review, there has been no change in the nature of business of the Company.

Material Changes and Commitments

No material changes and commitments affecting the financial position of your Company occurred between the end of the financial year to which Financial Statements relate and the date of this report.

Investor Education and Protection Fund (“IEPF")

As per Section 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends that remain unclaimed/ unpaid for a period of seven years will be transferred to the Investor Education and Protection Fund ("IEPF").

Accordingly, during the financial year 2024-25, the Company has transferred the unclaimed dividends of ' 3,04,245/- to IEPF for the financial year 2016-17. Further, 10,588 equity shares on which the dividends were unclaimed for seven consecutive years were transferred to IEPF during the financial year 2024-25 as per the requirements of IEPF Rules.

The unpaid dividend amount for Financial Year 2017-18 and the corresponding unclaimed shares shall be transferred to Investor Education and Protection Fund (IEPF) before the cut-off date in the current year.

Share Capital

During the Financial year, there has been no change in the issued, subscribed and paid-up capital of the Company.

Further the Company has not issued any bonus shares or equity shares with differential rights. The Company has also not carried out any buy back of its equity shares during the year under review.

Public Deposits

The Company has not accepted any Public Deposits during the year. Hence, disclosure regarding details of deposits covered under Chapter V of the Companies Act, 2013 ("Act”) are not required.

Internal Audit and Internal Financial Control

Your Company has developed well designed control system for meticulous compliance in all the spheres of the Company. Over the years Company has evolved a robust, proper, and adequate internal audit system in keeping with the size of the Company and its business model. The control system ensures that the Company's assets are safeguarded and protected. The control system enables reliable financial reporting.

The Board of Directors (Board) has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company's policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Audit Committee reviews the Internal Audit Report received from Internal Auditor on quarterly basis and take necessary corrective measures in respect of audit findings and observations are taken promptly.

Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Board also takes steps to mitigate the risks identified by the business on a continuing basis. Your Board has not identified any risk which will threaten the existence of the Company. The Audit Committee has additional oversight in the area of financial risks and controls.

Performance of Subsidiary Company / Associates / Joint Ventures

The Company does not have any subsidiary/associate/Joint Venture Company as on 31^st March, 2025.

Change in Directors & Key Managerial Personnel Appointments

Mr. Tarun Goyal, a qualified Company Secretary in its meeting held on 21st May, 2024 appointed as an Independent Director who fulfils the criteria of independence as provided under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as amended and is independence of the management.

The Board recommended his appointment as Independent Director for the first term of five years which was approved by the shareholders in the Annual General Meeting of the Company held on 9^th July, 2024.

The Board of Directors on the recommendation of Nomination and Remuneration of Committee has appointed Mr. Atul Lakhotia, a qualified Company Secretary and MBA, as an Additional Non-Executive Director of the Board with effect from 17^th April, 2025. The Company has also obtained declaration and undertaking for the fit and proper criteria along with of deed of covenant as required under Fit and Proper Criteria policy.

The Board recommends his appointment for approval of the Shareholders of the Company within the timelines prescribed under Regulation 17 (1c) of SEBI Listing Regulations.

Resignation

During the year, Mr. K N Mahesh Kumar resigned as an Independent Director for the terms due to old age and pre- occupation and also confirmed that there are no other material reasons for his resignation with effect from 14^th May, 2024.

Mr. Sunil Bhandari, Non-Executive Director of the Company also resigned from the Board due to personal reason and other professional commitments with effect from 01^st May, 2025.

Directors liable to retire by rotation

Mr. Harish Toshniwal (DIN: 00060722) retires by rotation, being eligible offers himself for re- appointment at the ensuing AGM of the Company.

Brief profile and other details of Directors seeking appointment and re- appointment are provided in the notice of AGM.

Key Managerial Personnel (KMPs)

There has been no change in the position of KMPs during the year.

Performance Evaluation of Board

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out the annual evaluation of its own performance and of each of the Directors individually including the independent directors, as well as the working of its committees based on the criteria and framework adopted by the Board on recommendation of Nomination & Remuneration Committee Meeting.

Meetings

The Board of Directors met 5 (five) times i.e., 29th April, 2024, 21st May, 2024, 12th August, 2024, 13th November, 2024 & 22nd January, 2025 during this financial year. For details of meetings of the Board and other committee meetings, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 our Directors to the best of its knowledge and ability, confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures;

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 the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv ) they have prepared the Annual Accounts on a 'Going Concern' basis;

v) they have laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Auditors

i) Statutory Auditors and their report on Financial Statements

M/s. V. Singhi & Associates, Chartered Accountants, are the Statutory Auditor of the Company who hold the office of the Company for 3 consecutive years till the conclusion of 41^st AGM of the Company to be held in the year 2027.

The report of the Statutory Auditors along with Annexures on the financial statement for the financial year ended 31^st March, 2025 of the Company is self-explanatory and do not call for any further explanation by the Board.

There were no qualification, reservation or adverse remark made by the Auditors in their Reports to the Financial Statement for the financial year ended 31^st March, 2025.

Secretarial Auditor

According to the provisions of Section 204 of the Companies Act, 2013 read with Section 179(3)(k) read with Rule 8(4) of the Companies

(Meeting of Board and its Powers) Rules, 2014, the Secretarial Audit Report submitted by M/s. MKB & Associates, Company Secretaries is enclosed as a part of this report in Annexure A.

With reference to the observations in the Secretarial audit Report, the Board of Directors would like to explain that the Company has given newspaper notice of AGM held on 9^th July, 2024 immediately on dispatch of notice to shareholders on Wednesday, 12^th , june, 2024. Further, the contingency special insurance policy is not taken as the company do not have any case of issue of duplicate shares in past three years.

In accordance with the requirement of Regulation 24A(b) of the SEBI ( LODR) Regulation, 2015, as amended, the Board has recommended the appointment of M/s. MKB & Associates, Company Secretaries (Firm Registration No. P2010WB042700) holding a valid peer review certificate for the first term of five years commencing from FY 2025-26, subject to the approval of shareholders of the Company.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Certificate on Corporate Governance

M/s. MKB & Associates, Company Secretaries has issued a certificate of confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations for financial year 2024-25 is enclosed to the Board's report as Annexure B.

Annual Return

In accordance with the provisions of Section 92(3) read with Section 134(3) (a) of the Act, Annual Return of the Company is hosted on website of the Company at https://www.qcml.in.

Corporate Social Responsibility Committee

The Company has committee towards its CSR responsibility in accordance with its CSR Policy. The constitution and other details of the CSR Committee are given in the Corporate Governance Report.

During the year, the Board on the recommendation of CSR committee has contributed a sum of Rs. 13.50 lakhs towards its CSR obligation to an ongoing project to be undertaken by RP- Sanjiv Goenka Group CSR Trust for the financial year 2024-25.

Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure C.

Related Party Transactions

The Board of Directors of the Company has adopted a policy to regulate transactions between the Company and its related parties in compliance with the applicable provisions of Companies Act, 2013, and SEBI (LODR) Regulation, 2015. The disclosure of related party transactions is made as per Ind-AS-24 in the Notes to Financial Statements.

All related party transaction that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business.

Loans, Guarantees And Investments

Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempted. However, the details of the loans given and Investments made by the Company are provided under Note 6 &7 of the Financial Statements, respectively for the year ended March 31, 2025. There are no guarantees issued, or securities provided by the Company.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website at https://www.qcml. in/policies.html. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Board Policies

The Company has formulated various policies as required under the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Master Direction- RBI (NBFC-Scale Based Regulation), Directions, 2023 are uploaded on our Company's website as mentioned below: -

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Declaration By Independent Directors

All Independent Directors have provided declarations that they meet the criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 & Regulation 16(1) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. They have also complied with the code for independent directors prescribed in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Board is of the opinion that their appointment confirm to the standards of integrity, expertise and experience and their deliberations and discussions are independent of the Management.

Corporate Governance & Management Discussion And Analysis Report

Your directors re-affirm their commitment to the Corporate Governance standards prescribed by Securities and Exchange Board of India codified as per the applicable regulations read with Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 with Stock Exchanges. Corporate Governance Report, Management Discussion and Analysis Report as well as Corporate Governance compliance certificate provided by a practicing Company Secretary are set out in separate Annexure to this report.

Conservation of Energy and Technology Absorption, Foreign Exchange Earnings And Outgo

The Company being in the service sector, conservation of energy and technology absorption as specified under section 134(3)(m) of

the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 has no significance for the Company.

There is no earning and outgo in foreign exchange during the period.

Audit Committee

The Audit Committee of the Board has been constituted in terms of Listing Regulations and Section 177 of the Companies Act, 2013. The constitution and other details of the Audit Committee are given in the Corporate Governance Report.

All recommendations of Audit Committee were accepted by your Board during the financial year 2024-25.

Details of other Committees, of the Board, their composition, terms of reference and attendance of members are provided in the Corporate Governance Report, which is annexed to this report.

Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company's policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.

Significant And Material Orders By The Regulators Or Courts Tribunal Impacting The Company's Going Concern Status & Operations In Future

During the period under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.

Particulars Of Employees

There are no employees getting salary in excess of the limit as specified under the provisions of Section 134 of Companies' Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review. The Disclosure required under the provisions of Section 197 of the Act read with Rule 5 (1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure D.

Rbi Guidelines

Your Company has adopted and complied with Master Directions Reserve Bank of India (Scale Based Regulations) Directions, 2023 as applicable for Middle Layer. Additional disclosures required in the Master Directions relating to notes to financial statement and disclosure in Corporate Governance Report is provided in Standalone Financial Statement and Corporate Governance Report section of the report.

Compliance of the Provisions of Secretarial Standard

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing of Equity Shares

The Equity Shares of the Company is listed with BSE Limited.

Acknowledgement

Your directors take this opportunity to express their grateful appreciation for the co-operation and guidance received from the Regulators, Central & State Govts., Bankers as well as the Shareholders during the year. Your directors also wish to place on record their appreciation dedicated service rendered by all the employees of the Company.