Quest Capital Markets Ltd

To

The Members,

Your Board of Directors ("Board") is pleased to present the 38th Annual Report of Quest Capital Markets Limited (formerly known as BNK Capital Markets Limited) together with Audited Financial Statements and the Auditor's Report for the financial 31st March 2024.

The financial performance of the Company is as follows:

( in lakhs)

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

Your directors are pleased to declared a final dividend of 2.50 per equity share (25% of face value) for the financial year 2023-24 and the dividend pay-outamountedto after tax for the year. The Board has decided to plough 250lakhsrepresenting12.41%of profit back the remaining profit after tax for business activities during the Financial Year.

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 2,645.79 Lakhs from 3,210.35 Lakhs and other income increased to 16.19 Lakhs from 3.46 Lakhs. Profit 2,015.17 from 1,886.28 earned in the previous year. Increase in profit aftertax,marginallyincreased to attributable to increase in interest and dividend income.

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

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.

During the financial year 2023-24, the Company has transferred the unclaimed dividends of 1,66,982 to Investor Education and Protection Fund ("IEPF") for the financial year 2015-16. Further, 17,588 equity shares on which the dividends were unclaimed for seven consecutive years were transferred to IEPF during the financial year 2023-24 as per the requirements of IEPF Rules.

The unpaid dividend amount for Financial Year 2016-17 and the corresponding unclaimed shares shall be transferred to Investor Education and Protection Fund (IEPF) before the cut-off date in the current year.

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.

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.

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 control system ensures that the Company's assets are safeguarded and protected.

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 and institutionalise new procedures to strengthen controls.

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.

The Company does not have any subsidiary/associate/Joint Venture Company as on 31st March, 2024.

During the year, there has been no change in the Board of Directors of the Company.

Ms. Bhawna Agarwal, a qualified company secretary and LLB having 8 years of post-qualification experience in corporate, secretarial matters, has been appointed as the Company Secretary and Compliance officer of the Company with effect from 19th May, 2023. She also acts as the Secretary to the various committees of the Board and Investors Redressal Grievance Officer and Deputy Nodal Officer under IEPF Rules. She has also been assigned responsibility as designated Key Managerial Personnel for disclosure of material events to the Stock Exchange in accordance with policy on disclosure of materiality events. Mr. K N Mahesh Kumar resigned as an independent director due to old age and pre- occupation and also confirmed that there are no other material reasons for his resignation with effect from 14th May, 2024.

The Board of Directors in its meeting held on 21st May, 2024 appointed Mr. Tarun Goyal, a qualified

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 recommends his appointment as Independent Director for the first term of five years for approval of shareholders at the ensuing general meeting.

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.

The Board of Directors met 7 (seven) times i.e., 20th April, 2023, 19th May, 2023, 18th July, 2023, 10th August, 2023, 02nd November, 2023, 17th January, 2024 & 29th March, 2024 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.

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 judgements 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 Statement

During the year M/s. Santosh Choudhary & Associates, Statutory Auditor of the Company resigned due to un-avoidable circumstances on 20th April, 2024 which was effective from the date of submission of Audited Financial Results for the financial year 2023-24 . Accordingly, the Board has appointed M/s. V. Singhi & Associates, Chartered Accountants, as Statutory Auditor of the Company in its meeting held on 29th April, 2024 for 3 consecutive years to fill the casual vacancy caused by the resignation of existing auditor in accordance with applicable provisions of the Companies Act, 2013, RBI circular dated 27.04.2021 on Guidelines for appointment of statutory auditors of Banks and NBFCs. The Board has also recommended for their appointment as Statutory Auditor of the Company to the shareholders of the Company in the ensuing general meeting.

There were no qualification, reservation or adverse remark made by the Auditors in their Reports to the Financial Statement for the financial year ended 31st March, 2024, hence no explanation of the same is required in this report.

ii) Secretarial Auditor

During the year, the Company has re-appointed M/s. MKB & Associates, Practicing Company Secretaries holding a valid peer review certificate to conduct the secretarial audit for the Financial Year 2023-24.

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, Practicing Company

Secretary is enclosed as a part of this report in

Annexure A.

iii) 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.

iv) Certificate on Corporate Governance

M/s. MKB & Associates, Practicing Company Secretary has issued a certificate of confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations for financial year 2023-24 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.

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. The Company is not required to contribute towards the CSR expenditure for the Financial year 2023-24 as it did not meet any of the eligibility requirements provided under section 135 (1) read with Section 135(5) provisions of the Companies Act, 2013 for the immediately preceding Financial year i.e. 2022-23. Therefore, the Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be annexed to this report.

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. During the year, the Board on the recommendation of Audit committee proposed for entering into a material related party transactions relating to subscription of 12,00,000 (Twelve Lakhs) warrants, each exercisable into, or exchangeable for, 1 (one) fully paid up equity share of the Company of face value of Re. 1/- each ("Warrants") at a price of Rs. 280/- (Rupees Two hundred and eighty only) each payable in cash ("Warrants Issue Price") for an amount aggregating upto Rs.33,60,00,000/- This transaction exceeds applicable materiality thresholds as per SEBI (LODR) Regulations, 2015 and as per its policy of related party transactions of the Company and therefore, approval of the shareholders was also sought in the EGM held on 25th April, 2024. Apart from the above, there are no materially significant related party transactions made by the Company with the Promoters, persons which may have potential conflict with interest of the Company at large.

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, 2024. There are no guarantees issued, or securities provided by the Company.

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 personnelhaveconfirmedcompliance with the Code.

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

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.

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.

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.

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

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 2023-24.

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.

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.

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.

There are no employees getting salary in excess of the limit as specified under 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 C.

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India from time to time. Additional disclosures required in terms of Master Directions Reserve Bank of India (Non- Banking Financial Company- Scale Based Regulation) Directions, 2023 is annexed to Standalone Financial Statement.

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

The Equity Shares of the Company is listed with BSE Limited. During the year, the Company has got voluntary delisted from The Calcutta Stock Exchange Limited with effect from 13th March, 2024.

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.