Quest Capital Markets Ltd Directors Report

Dear Shareholders,

Your Board of Directors ("Board") is pleased to present the 40th Annual Report of Quest Capital Markets Limited ("the Company") together with Audited Financial Statements and the Auditors Report for the financial year ended 31st March, 2026.

Financial Summary

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

Particulars	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Revenue from Operations	3,135.04	2,581.12
Other Income	0.57	17.72
Total Income	3,135.61	2,598.84
Finance Cost	0.48	0.10
Depreciation and Amortisation	-	0.02
Other Expenses	72.18	61.60
Total Expenses	72.66	61.72
Profit Before Tax (PBT)	3,062.95	2,537.12
Less : Net Tax Expense (Current & Deferred)	710.00	574.55
Profit After Tax (PAT)	2,352.95	1,962.57
Add: Other Comprehensive Income/(loss)	(29,372.79)	31,978.61
Total Comprehensive Income for the year	(27,019.84)	33,941.18
Earnings per equity share of Rs. 10/- each, Basic and Diluted	23.53	19.63

State of Company Affairs

The Financial Statements for the year ended 31st March, 2026 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under section 133 of the Companies Act, 2013, as amended ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015. The Company registered a total income of Rs. 3,135.61 lakhs as compared to Rs. 2,598.84 lakhs in the previous year and registered a Profit after tax of Rs. 2,352.95 lakhs as compared to a Profit after tax of Rs. 1,962.57 lakhs in the previous year.

Transfer to Reserves

Under Section 45-IC (1) of Reserve Bank of India (‘RBI) Act, 1934, non-banking financial companies (‘NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, your Company has transferred an amount of Rs. 551.49 Lakhs to the Special Reserve Fund maintained under Section 45-IC of the RBI Act, 1934.

Dividend

The Board of Directors of the Company, at its meeting held on 29th May, 2026, has proposed a final dividend of Rs. 2.50/- (Rupees Two and fifty paisa only) per equity share i.e. 25% (Twenty five percent) on each equity share of face value of Rs. 10 (Rupees Ten only) for financial year March 31, 2026.

Change in the Nature of Business

During the year under review, the Company continued to operate in its existing line of business and there was no change in the nature of business.

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 2025-26, the Company has transferred the unclaimed dividends of Rs.1,66,184/- to IEPF for the financial year 2017-18. Further, 7,525 equity shares on which the dividends were unclaimed for seven consecutive years were transferred to IEPF during the financial year 2025-26 as per the requirements of IEPF Rules.

The unpaid dividend amount for Financial Year 2018-19 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 Companys 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 Companys 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, if any.

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. The

Company has a robust risk management framework to identify, assess and mitigate various business and operational risks. 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 31st March, 2026.

Change in Directors & Key Managerial Personnel (KMP) Appointment / Resignation of Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Atul Lakhotia, a qualified Company Secretary and MBA, as an Additional Non-Executive Director of the Company with effect from 17th April, 2025. The Company obtained the requisite declarations, undertakings relating to the fit and proper criteria, and the Deed of Covenant as required under the applicable regulatory framework and the Companys Fit and Proper Criteria Policy. The Board recommended his appointment to the Members for their approval within the timelines prescribed under Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the members approved his appointment in the AGM held on 2nd July, 2025 Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Dhara Agarwal (DIN: 09721602) as an Additional Director in the category of Independent Director of the Company with effect from 17th October, 2025, for a term of five consecutive years, which was subsequently approved by the Members of the Company through postal ballot. The Company has received all requisite declarations, confirmations and disclosures from Ms. Dhara Agarwal, including her consent to act as a Director, declaration of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration and undertaking relating to fit and proper criteria and Deed of Covenant, as applicable. The Board is of the opinion that Ms. Dhara Agarwal possesses the requisite integrity, expertise and experience and fulfils the conditions specified under the Companies Act, 2013, SEBI Listing Regulations and applicable RBI Directions for appointment as an Independent Director.

During the year, Mr. Atul Lakhotia resigned from the position of Non-Executive Director of the Company with effect from September 26, 2025, due to preoccupation and other professional commitments. The Board placed on record its appreciation for the guidance and support extended by him during his association with the Company.

Appointment / Resignation of KMPs

Upon the recommendation of the Nomination and Remuneration Committee, the Board appointed Ms. Tanuja Mantri as the Chief Executive Officer of the Company with effect from August 18, 2025. The Company obtained all necessary declarations, disclosures, undertakings and approvals as required under the applicable provisions of law and regulatory requirements.

Mr. Arun Kumar Mukherjee resigned from the office of Chief Executive Officer of the Company with effect from August 12, 2025, owing to advanced age and health-related concerns. The Board placed on record its appreciation for his valuable contribution and services rendered during his tenure.

Directors liable to retire by rotation

Mr. Sunil Kumar Sanganeria (DIN: 03568648) director of the company, 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 re-appointment are provided in the notice of AGM.

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.

Meetings

The Board of Directors met 7 (seven) times i.e., 17th April, 2025, 15th May, 2025, 12th August, 2025, 17th October, 2025, 11th November, 2025, 03rd January, 2026 & 11th February, 2026 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 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

Statutory Auditors

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 41st 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 31st March, 2026 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 Report. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013. The Report is enclosed with the Financial Statements in this Annual Report.

Secretarial Auditor

M/s. MKB & Associates, Company Secretaries, are the Secretarial Auditor e coffi the Company who hold the of the Company for the first term of 5 consecutive years commencing from FY 2025-26 to FY 2029-30 to audit the secretarial records of the Company. 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.

In respect of qualifications in the Secretarial Audit Report, relating to delay in filings, it has been submitted that the delay in filings were rectified during the year and appropriate measures were taken to strengthen the compliance so as to avoid repetition of such lapses.

No Fraud has been reported by the Secretarial Auditors under Section 143(12) of Companies Act 2013.

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.

Information Systems Audit

In terms of the Master Direction of the Information Technology Framework for the NBFC Sector, NBFCs are required to have an information system audit at least once a year. In compliance with the aforesaid RBI Master Direction, your Company has engaged M/s. Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants to conduct an IS Audit for FY 2025-26.

Auditors 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 2025-26 is enclosed to the Boards report as Annexure B.

Compliance with NFRA Circular dated 07 January 2026

Pursuant to and in compliance with the requirements stipulated under the circular issued by the National Financial Reporting Authority (NFRA) dated 07th January 2026, the Board of Directors has approved and adopted a structured and documented Policy on Two-Way Communication between the Statutory Auditor and Those Charged with Governance (TCWG).

The Audit Committee has been entrusted with the responsibility of overseeing the implementation of the Policy, monitoring adherence thereto, and conducting periodic reviews to assess its effectiveness and ensure continued compliance with the applicable regulatory requirements and best governance practices.

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 (CSR)

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. 9.50 lakhs towards its CSR obligation to an ongoing project to be undertaken by RP- Sanjiv Goenka Group CSR Trust for the financial year 2025-26. 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) Regulations, 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 arms 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 5 & 6 of the Financial Statements, respectively for the year ended 31st March, 2026. 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 Companys 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 Companys website as mentioned below: -

NAME OF THE POLICY	BRIEF DESCRIPTION	LINK
Whistle Blower/Vigil Mechanism Policy	The Company has adopted the policy as required under Section 177(9) & (10) of the Companies Act, 2013 & as per SEBI (LODR) Regulation, 2015
Nomination & Remuneration Policy	The Company has adopted the policy as required under Section 178(3) of the Companies Act, 2013 & SEBI (LODR) Regulation, 2015
Related Party Transactions Policy	The Company has adopted the policy as required under Section 188 of the Companies Act, 2013 & SEBI (LODR) Regulation, 2015, as amended
Policy on disclosure of materiality of events	The Company has adopted the policy as required under SEBI (LODR) Regulations, 2015.
Familiarization Programme for Independent Directors	The Company has adopted the policy pursuant to Part III of Schedule IV of the Companies Act, 2013 & SEBI (LODR) Regulation, 2015
Policy on Corporate Social Responsibility	The Company has adopted the policy as required under Section 135 of the Companies Act, 2013.
Policy for Appointment of Statutory Auditors, Consumer Education Literature, Corporate Governance Policy etc.	The Company has adopted the policy as required under Master Direction- RBI (NBFC- Scale Based Regulation), Directions, 2023.	https://www.qcml.in/policies.html

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

Companys 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 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 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 Exchange. 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.

Details of One-Time Settlement while availing a Loan from Banks and Financial Institutions

During the Financial year under review, there was NO one-time settlement of Loans taken from Banks and Financial institutions.

Details of Application made or Proceeding Pending under The Insolvency and Bankruptcy Code 2016

During the financial year under review, there were no application/s made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

Affirmation of compliance of maternity benefit under the Maternity Benefit (Amendment) Act, 2017

The Company confirms its compliance with the provisions of the Maternity Benefit (Amendment) Act, 2017 ("Act"). During the financial year 2025 26, there are 2 women employees on the rolls of the Company and the Company remains committed to extending all requisite benefits under the Act, including paid maternity leave, continued salary and service, and flexible work options, to eligible women employees as and when applicable

Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of The Companies Act, 2013

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the year, the audit trail feature has not been tampered with, and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

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 2025-26.

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 Companys policy on prevention of sexual harassment of women made 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 passed by the Regulators, Courts & Tribunal

During the period under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys 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.

	For and on behalf of the Board
	Quest Capital Markets Limited
	Mr. Sunil Kumar Sanganeria	Mr. Harish Toshniwal
Dated: 29th May, 2026	Director	Director
Place: Kolkata	DIN: 03568648	DIN: 00060722