Quess Corp Ltd

Dear Members,

Your Board takes pleasure in presenting the Seventeenth Annual Report of Quess Corp Limited ("the Company" or "Quess") along with the audited financial statements (Standalone and Consolidated) for the financial year ended March 31, 2024 ("the year under review" or "the year" or "FY24") in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary: Standalone and Consolidated

The standalone and consolidated financial highlights of the Company's operations are as follows:

Previous year figures have been regrouped/rearranged wherever necessary.

A detailed performance analysis of various segments, business and operations are provided in the Management Discussion and Analysis which forms part of this Report.

2. Reserves:

There is no amount proposed to be transferred to the reserves during the year under review.

3. Transfer of unclaimed dividend / unpaid dividend / shares to Investor Education and Protection Fund:

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company and corresponding shares, are liable to be transferred to the Investor Education and Protection Fund. During the year, there were no unclaimed dividend and corresponding shares which were due to be transferred by the Company.

Details of unclaimed dividends and related shareholder information are available on the Company's website at Quess Corp Investor Information at https://www.quesscorp. com/investor-relations/. Shareholders are encouraged to review their records and claim their dividends for the past years, if they have not already done so.

4. Dividend:

In accordance with Regulation 43 of the Listing Regulations, the dividend pay-out is in accordance with the Company's Dividend Distribution Policy which details various parameters based on which the Board may recommend or declare dividend, usage of retained earnings, etc. This Policy is available on the Company's website at: https:// www.quesscorp.com/investor/dist/images/pdf/Policies/ Dividend_Distribution_Policy.pdf.

Based on the principles enunciated in the above Policy in line with the practice of returning substantial free cash flow to shareholders and based on the Company's performance, your Company paid the Interim dividend of

Rs. 4 per equity share of Rs.10 each aggregating to Rs. 593.91 million to equity shareholders during FY24, declared by the Board on February 2, 2024. The Board has recommended a final dividend of Rs. 6 per equity share of Rs. 10 each on May 9, 2024. The final dividend on equity shares, if approved by the shareholders, would result in a cash outflow of Rs. 892 million (approx).

5. Share Capital:

During the year under review, the Hon'ble National Company Law Tribunal, Bengaluru Bench, vide its order dated October 31, 2023 sanctioned the Scheme of Amalgamation between MFX lnfotech Private Limited, Greenpiece Landscapes India Private Limited and Conneqt Business Solutions Limited ("Transferor Companies") with Quess Corp Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme"). The Company filed Form INC-28 with the jurisdictional Registrar of Companies on November 30, 2023 pursuant to which the authorised share capital of the Company increased from Rs. 2,000 million to Rs. 3,938.5 million, on implementation of the Scheme.

Further, the paid-up share capital of the Company has also been increased from Rs. 1,482.29 million to Rs. 1,485.09 million on account of allotment of shares against the exercise of options granted/vested under the following share-based benefit schemes:

a. Quess Corp Limited - Employee Stock Option Scheme 2015 ("ESOP 2015")

The Nomination and Remuneration Committee ("NRC") vide resolution dated September 11, 2023 allotted 25,520 equity shares of Rs. 10 each to the eligible employees & ex-employees of the Company who exercised their options under ESOP 2015.

b. Quess Stock Ownership Plan-2020 ("QSOP 2020")

NRC vide resolutions dated June 23, 2023; September 11, 2023; December 14, 2023 and March 14, 2024 allotted 1,57,447; 7,459; 58,406 and 31,064 equity shares respectively of Rs. 10 each to the eligible employees of the Company who exercised their Restricted Stock Units ("RSU") under QSOP 2020.

The Company has not issued any debentures, bonds, sweat equity shares, any shares with differential rights or any non-convertible securities during the year under review.

6. Commercial Paper:

The Company has issued Commercial Papers (CPs) from time to time, which were duly redeemed based on the maturity dates. As on March 31, 2024, the outstanding balance of CPs is Rs. 750 million.

7. Subsidiaries and Associate Companies:

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies / joint ventures of the Company (in Form AOC - 1) is attached to the financial statements of the Company. In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are given as an annexure to the Consolidated Financial Statements. Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with audited financial statements of the subsidiaries, are available on the Company's official website at: https://www.quesscorp.com/ financial-information/ The Company has a policy for determining the materiality of subsidiaries and the same is uploaded on the Company's website which can be accessed using the following link- https://www.quesscorp.com/investor/dist/images/pdf/ Governance/Policy-for-Material-Subsidiary.pdf In terms of the above policy, Conneqt Business Solutions Limited, which was a material subsidiary of the Company within the meaning of Regulation 16(c) of the Listing Regulations during the last financial year has been merged with the Company vide Hon'ble NCLT, Bengaluru bench order dated October 31, 2023 as stated above. Quesscorp Holdings Pte. Ltd, Singapore continues to be a material subsidiary of the Company.

There has been no material change in the nature of the business of the subsidiaries.

The Company has 31 Subsidiary Companies comprising 12 Indian Companies and 19 Foreign Companies. Further, there are 1 Indian and 2 Foreign Associate Companies.

8. Significant Developments in FY24: a) Merger under Section 230 and 232 of the Act:

During the year under review, the Hon'ble National Company Law Tribunal, Bengaluru Bench, vide its order dated October 31, 2023 sanctioned the

Scheme of Amalgamation between MFX lnfotech Private Limited, Greenpiece Landscapes India Private Limited and Conneqt Business Solutions Limited ("Transferor Companies") with Quess Corp Limited

("Transferee Company") and their respective shareholders and creditors ("Scheme"). Pursuant to the same, Transferor and Transferee Companies have implemented the Scheme by filing certified copy of the order passed by the Hon'ble NCLT, Bengaluru Bench with the jurisdictional Registrar of Companies on November 30, 2023.

As a consequence of the implementation, Conneqt Business Solutions Limited's 73.39% ownership stake in Allsec Technologies Limited ("Allsec") has been transferred to the Company. Accordingly, Quess is now Allsec's holding Company holding 73.39% of total equity shareholding in the Promoter category as of March 31, 2024. b) Composite Scheme of Arrangement between Quess Corp Limited ("Demerged Company"), Digitide Solutions Limited ("Resulting Company 1") and Bluspring Enterprises Limited ("Resulting Company 2") and their respective shareholders and creditors. The Board at its meeting held on February 16, 2024, announced a three-way demerger of its diversified businesses to serve customers better, unlock value for our shareholders and to strategically position our businesses to leverage rapidly evolving opportunities in India's growth story.

The demerger will ultimately result in three separate listed companies, namely:

1. Quess Corp Ltd: Workforce Management (Remaining Company /Demerged Company)

2. Digitide Solutions Ltd: BPM solutions, Insurtech and HRO business (Resulting Co.1)

3. Bluspring Enterprises Ltd: Facility Management, Industrial Services and Investments (Resulting Co.2) Over the last decade, Quess Corp Ltd. has emerged as India's leading business services provider, extending its footprint to 10 countries, with a substantial workforce of over 567,000 associates across four distinct business platforms. These platforms deliver a superior customer experience, serving over 3,000 clients across diverse sectors. The platforms include Workforce Management, the largest staffing firm in India and among the top 5 globally, by headcount; Global Technology Solutions, among the leading domestic BPM and payroll services firms; Operating Asset Management, the largest facility management platform in India by the breadth of services offered; and Product-Led Businesses (foundit, the second-largest talent acquisition platform in India). Overall, Quess has achieved scale in each platform and they are strategically, operationally, and financially positioned to become independent listed companies with a focus on growing in their chosen area.

The three entities are ideally placed to capitalize on India's growth trajectory as the country marches towards a $5 trillion economy.

The rationale for the Demerged is as follows: i. Simplified corporate structure by separation of scaled platforms into independent entities, each with a strong market positioning ii. Enhanced strategic clarity and management focus to accelerate profitable growth iii. Optimal capital allocation strategy for each entity to invest behind its strategic priorities iv. Flexibility for each entity to pursue independent and differentiated strategies to drive value creation v. Ability for each entity to create a compelling investor proposition and attract investors Upon effectiveness of the scheme, all shareholders will receive one additional share for each of the Resulting companies, for every share held in Quess Corp Ltd. c) Acquisition / Investments / Disinvestments during the Year: Quess's strategy supports value creation for its clients and growth for the organisation through multiple ideologies and consideration of the stakeholders' priorities. Your Company focuses its efforts and investments through organic and inorganic modes on maximum results, going deeper in areas where it believes it has strength, defocusing on others, and scaling up to secure leadership positions.

• The Board approved the purchase of additional 4.5% equity shares of Vedang Cellular Services Private Limited ("Vedang") from its erstwhile Promoter, Mr. Ashish Kapoor as per the Shareholder's Agreement for Rs.6.05 crores. Consequently, the Company holds 96.97% equity shares in Vedang.

• The Board also approved an additional investment of Rs. 40 lakhs by way of primary investment and

Rs. 6.80 crores by conversion of unsecured loan into fully paid up equity shares in Stellarslog Technovation Private Limited ("Taskmo"), thereby increasing the equity stake from 53.91% to 100% and Taskmo became a wholly-owned subsidiary of the Company w.e.f November 6, 2023.

• As part of an internal restructuring of overseas business operations of the Company, the Board approved the acquisition of 56% stake in Mfxchange Holdings Inc., Canada ("MFX"), a foreign step-down subsidiary for a total consideration not exceeding USD 20.40 million (equivalent to SGD 27.15 million) from Quesscorp Holdings Pte Ltd, Singapore, a wholly-owned subsidiary. With this,

MFX became a direct subsidiary of the Company, without any change in the ultimate shareholding of the Company in MFX.

• Quess Services Limited, a wholly owned subsidiary in Bangladesh, was dissolved with effect from March 20, 2024, by way of voluntary liquidation as approved by the Registrar of Joint Stock Companies and Firms (RJSC).This subsidiary was not having any revenue in the previous year.

• The Board approved disinvestment of 100% of equity investment held by the Company in Qdigi Services Limited ("Qdigi") to Onsite Electro Services Private Limited ("Onsite") pursuant to the Share Purchase and Investment Agreement entered between them and the Company. The disinvestment process was completed and Qdigi ceased to be a subsidiary of the Company. In connection with the said disinvestment, an Investment Agreement dated July 12, 2019 entered into between the Company and Amazon.Com NV Investment Holdings LLC in respect of Qdigi has also been terminated.

Further, pursuant to the aforementioned Agreement, the Company invested Rs. 35 crores for the subscription of 56,500 Compulsorily Convertible Preference Shares of Onsite.

• The Board approved an additional acquisition of 39.33% equity shares in Heptagon Technologies Private Limited ("Heptagon"), a subsidiary Company for a purchase consideration of Rs. 1.5 crores. With this, the Company's stake in Heptagon increased from 60.67% to 100% thereby making Heptagon a wholly-owned subsidiary of the Company w.e.f March 30, 2024.

9. Particulars of Loans, Guarantees or Investments:

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the Notes to financial statements.

10. Management Discussion & Analysis:

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report.

a) Director retiring by rotation –

In accordance with the provisions of Section 152 of the Act read with rules made thereunder and the Articles of Association of the Company, Mr. Gopalakrishnan Soundarajan (DIN: 05242795), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment. A resolution seeking shareholders' approval for his re- appointment forms part of the AGM Notice.

b) Appointment and Resignation of Directors and KMPs-

Pursuant to the provisions of Section 203 of the Act, Mr. Guruprasad Srinivasan, Executive Director and Group Chief Executive Officer, Mr. Kamal Pal Hoda, Group Chief Financial Officer and Mr. Kundan Kumar Lal, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2024.

During the year under review, there have been no changes in the Directors and KMPs of the Company.

c) Declaration of Independence –

The Company has received declarations from the Independent Directors that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them to attend meetings of the Board/ Committees of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors under Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

12. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors had 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;

c) 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 fraud and other irregularities;

d) they have prepared annual accounts of the Company on a going concern basis;

e) 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; and

f) they have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

13. Annual Board Evaluation and Familiarization Programme for Board members In line with the Corporate Governance practices of the Company, an annual performance evaluation was conducted for each Director as well as the overall working of the Board and its Committees. The Board of Directors and NRC have carried out an annual evaluation of its own performance, the performance of its Committees and Individual Directors of the Company, including the Chairman of the Board, pursuant to the provisions of the Act and the Listing Regulations for FY24.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of the Independent Directors held in compliance with the requirements of Regulation 25(7) of the Listing Regulations, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and Non-Executive Directors. The Board also assessed the fulfillment of the independence criteria as specified in the Listing Regulations, by the Independent Directors of the Company and their independence from the management.

The familiarization programme aims to provide insight to the Independent Directors so that they can understand the company's business, its stakeholders, leadership team, senior management, operations, policies, and industry perspectives and issues.

In addition to regular updates/familiarisation on the regulatory changes, as applicable to the Company, a specific familiarisation programme for all the Independent Directors was held on March 27, 2024.

A note on the Familiarization programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act and the Listing Regulations is referred herewith is made available on the Company's official website at - https:// www.quesscorp.com/investor/ dist/images/pdf/Policies/Directors_Familiarization_ Programme.pdf

14. Business Responsibility and Sustainability Report:

As stipulated under Regulation 34(2)(f) of the Listing Regulations, the Company's report on Business Responsibility and Sustainability, which describes the initiatives taken by the Company from environmental, social, and governance perspectives, forms part of this Report as ‘Annexure—A'.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder the shareholders at the 16^th AGM held on September 26, 2023 reappointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366 W/W - 100018) as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years. Accordingly, the second term of the Statutory Auditors expires on the conclusion of the 21^st AGM. The Statutory Auditors have confirmed that they are not disqualified to continue as the Statutory Auditors and are eligible to hold office as the Statutory Auditors of your Company.

The Board has duly examined the Statutory Auditors' Report to the financial statements, which is self- explanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements section of the Annual Report. Explanation to Auditors' Comment:

The Auditors' modified opinion has been appropriately dealt with in Note No. 41.4 (Consolidated Financial Statements) and Note No. 38.4 (Standalone Financial Statements) and doesn't require any further comments under section 134 of the Act.

The Independent Auditors Report is enclosed with the financial statements in this Report. During the year under review, the Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had approved the re-appointment of Mr. S.N. Mishra, proprietor of M/s. SNM & Associates, Practicing Company Secretary (C.P. No. 4684) as the Secretarial Auditor to undertake the Secretarial Audit of the Company for FY24. The Company had also received written consent from Mr. S. N. Mishra to act as such. The Secretarial Audit Report for FY24 is annexed as ‘Annexure – B' and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification or adverse remark for the year under review. During the year under review, the Secretarial Auditors have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

Further, as per the amended Regulation 24A of the Listing Regulations, the Secretarial Compliance Report of the Company for the financial year ended March 31, 2024 is annexed as ‘Annexure – C'.

The Board, on recommendation of the Audit Committee had approved the appointment of M/s. Grant Thornton Bharat LLP as the Internal Auditors of the Company for FY24 to conduct the audit on the basis of a detailed internal audit plan which is finalized in consultation with the Audit Committee. The Internal Auditors submit their findings and report to the Audit Committee of the Company on a quarterly basis.

d) Cost Audit -

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, is not required by the Company and accordingly, such accounts and records are not maintained.

16. Risk Management:

We have embraced an integrated Enterprise Risk Management (ERM) framework operationalised throughout the organisation by our dedicated Risk management team. Tailored to accommodate our diverse business needs, our ERM Framework draws from the standards of COSO and ISO 31000, ensuring alignment with best practices and principles. Our framework facilitates systematic and proactive risk identification, actively engaging Business Leaders, Functional Heads, and Process Owners. By discerning and mitigating risks, our organisation optimises performance and expedites decision-making. Furthermore, our ERM framework comprehensively identifies strategic, operational, financial, compliance, and sustainability risks, considering both internal and external dimensions across all categories.

Supported by a robust and dynamic internal control system, our ERM Framework boasts the following features:

• Our Board-approved Risk Management Policy delineates a structured and disciplined approach to risk management, aiding strategic decision-making. The Risk Management Committee, composed of Board members and C-suite Executives, diligently reviews and oversees the progress of mitigation plans, offering essential guidance and direction.

• The Corporate-level Risk Management Team constantly engages with independent Internal Auditors to pinpoint areas necessitating strengthened processes and internal controls for enhanced risk management. The Audit Committee conducts in-depth discussions and evaluations of audit findings, including the status of management action plans.

• Business SOPs and policies, alongside centrally issued directives, serve as guiding principles for our internal controls, fortifying our risk management processes.

The Risk Management policy, as approved by the Board, is displayed on the official website of the Company and can be accessed by using the link - https://www.quesscorp. com/investor/dist/images/pdf/Policies/Risk-Management-Policy.pdf

17. Internal Financial Control Systems and their adequacy:

The Company maintains a robust Internal Control System (ICS), meticulously aligned with the provisions of the Companies Act, 2013, and tailored to the scale, scope, and intricacy of its business operations. The Board of Directors have established internal financial controls through comprehensive policies and procedures duly adopted by the company. These measures ensure the smooth and effective functioning of its business, compliance with all pertinent laws, regulations, and directives from regulatory bodies, protection of assets, authorisation of transactions, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

M/s. Grant Thornton Bharat LLP conducts internal audit reviews, with the scope and authority stipulated by the Audit Committee. To maintain independence, the Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Auditor diligently monitors and evaluates the efficiency of the company's internal control system, ensuring adherence to laws and accounting policies. Management meticulously reviews these reports and implements corrective actions to bolster controls. Summaries of periodic audit findings are presented to the Audit Committee.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY24 and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.

All Related Party Transactions entered during FY24 were on an arm's length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. Prior Omnibus approval has been obtained from the Audit Committee for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of Rs.1 Crore per transaction, in a financial year. The Audit Committee reviews all transactions entered into pursuant to the Omnibus approvals so granted on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties, if any, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure – D' in Form

AOC-2 and the same forms part of this report. Details pertaining to the related party transactions entered during the year under review are also provided in the notes to the Financial Statements, forming part of this Report.

The Company has adopted a policy for dealing with Related Party Transactions and is made available on the Company's website at – https://www.quesscorp.com/investor/ dist/images/pdf/Governance/Policy-on-Criterial-for-determining-RPT.pdf

a) Policy on Director's Appointment and Remuneration–

In compliance with the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Board, on the recommendation of NRC has approved the criteria for determining qualifications, positive attributes, and independence of Directors in terms of other applicable provisions of the Act and the rules made thereunder, both in respect of Independent Directors and other Directors, as applicable. The Board has adopted a policy which provides for the appointment of Directors, viz. educational and professional background, general understanding of the Company's business dynamics, global business and social perspective, personal achievements and Board diversity, removal and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel and also on succession planning and evaluation of Directors. The policy on remuneration is available on our website at: https:// www.quesscorp.com/investor/dist/images/pdf/ Policies/Nomination-and-Remuneration-Policy.pdf b) Board Diversity –

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will leverage differences in thought, perspective, knowledge and industry experience and geographical background,age,ethnicity,race,gender,knowledgeand skills including expertise in financial, global business, leadership, technology, mergers & acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk and cybersecurity and other domains, to help us retain our competitive strength. The Company has evaluated the policy with the purpose of ensuring adequate diversity in its Board of Directors, which enables them to function efficiently and foster differentiated thought processes at the back of varied industrial and management expertise. The Board recognizes importance of diverse composition and has therefore adopted a Board Diversity Policy. The policy is made available on the Company's website which can be accessed at the web link - https://www. quesscorp.com/investor/dist/images/pdf/Governance/ Policy-on-Board-Diversity.pdf Additional details on Board diversity are available in the Corporate Governance Report.

20. Criteria for making payments to Non-Executive Directors:

The criteria for making payment to Non-Executive Directors is available on the website of the Company at – https:// www.quesscorp.com/investor/dist/images/pdf/Policies/ Nomination-and-Remuneration-Policy.pdf

21. Employee Stock Option Plan ("ESOP")/Restricted Stock Units ("RSUs"):

The Company grants share-based benefits to its eligible employees to attract and retain the best talent, encouraging employees to align individual performances with the Company objectives and promoting increased participation by them in the growth of the Company. The Company has instituted employee stock option schemes, namely-

1) Quess Corp Limited - Employees' Stock Option Scheme, 2015; and

2) Quess Stock Ownership Plan-2020.

A detailed disclosure with respect to stock options containing details as required under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and SEBI Circular dated June 16, 2015, has been uploaded on the official website of the Company at - https://www.quesscorp.com/investor-other-information/. M/s. SNM & Associates, Practicing Company Secretary (C.P. No. 4684), has certified that the aforementioned employee stock option plans of the Company which have been implemented in accordance with the regulations and the resolutions passed by the shareholders in this regard.

22. Particulars of Employees:

The Company is required to give disclosures under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as ‘Annexure – E' and forms an integral part of this Report.

The statement containing the top 10 employees on roll and particulars of employees employed throughout the year whose remuneration is more than Rs. 10.20 Million or more per annum and employees employed part-time and in receipt of remuneration of Rs. 0.85 Million or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company during business hours on working days, 21 days before and up to the date of the ensuing AGM.

23. Corporate Governance:

Your Company has implemented governance practices that are prevalent globally. The Corporate Governance Report and the Auditor's Certificate regarding compliance with Corporate Governance conditions are part of the Annual Report.

In compliance with Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with the above laws, to report concerns about unethical behaviour, violations of system, actual or suspected fraud or grave misconduct by the employees. The details of the Policy have been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the website of the Company - https://www.quesscorp.com/investor/ dist/images/pdf/Governance/Whistle-BlowerPolicy.pdf No member has been denied access to the Audit Committee during the year.

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The Company, being in the service industry, requires minimal energy consumption, and every endeavour is made to ensure optimal use of energy, avoid wastage and conserve energy as far as possible. The Company is committed towards the conservation of energy and climate action, which is reaffirmed in its Environmental Sustainability Report available on the website of the Company - https:// www.quesscorp.com/sustainability/ The company has successfully implemented diverse energy efficiency initiatives across all its offices. These initiatives include: a. Managing energy usage with Temperature controls for Air Conditioners - Implementing temperature controls to optimise air conditioning usage, reducing unnecessary energy consumption while maintaining a comfortable environment for employees. b. Switch On & Off Policy—Enforce a strict policy to ensure all non-essential electrical equipment and lighting are switched off when not in use, particularly during non-working hours. This simple yet effective measure helps minimize energy waste. c. Transition to Renewable Energy - Switching to renewable energy sources, such as solar power, in several identified offices. This shift not only reduces our carbon footprint but also promotes sustainable energy use within our operations.

These energy efficiency measures are part of our broader commitment to sustainability and responsible resource management, aligning with our Environmental, Social, and Governance (ESG) goals.

The Company is a pioneer in workforce management and technology and has used information technology extensively in its operations. It has an in-house information technology team that constantly works on the adoption and implementation of new technology into the company's businesses.

The details of Foreign exchange earnings and outgo are given below:

• Expenditure in foreign currency: Rs. 384.80 million

• Earnings in foreign currency: Rs. 3,432.75 million

26. Corporate Social Responsibility ("CSR"):

The Company believes in building and maintaining a sustainable societal value, inspired by a noteworthy vision to actively participate, contribute and impact not just individual lives but create a difference on a social level as well. CSR initiatives are primarily carried out through the Quess Foundation. The Company has filed Form CSR-2 for the financial year 2022-23 and will be filing the aforesaid form for FY24 along with Form AOC-4, as prescribed under the provisions of the law.

The contribution of the Company towards various CSR activities during the financial year 2023-24 is Rs. 15.71 million. CSR spending is guided by the vision of creating long-term benefits for Society.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR Committee. The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, which was amended by the Board of Directors at their meeting held on May 17, 2023 to align the same with statutory amendment and is available on the Company's website at – https://www. quesscorp.com/investor/dist/images/pdf/Policies/CSR-Policy.pdf The disclosure of contents of CSR policy pursuant to the provisions of Section 134(3)(o) of Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as ‘Annexure - F' to the Board's Report.

27. Deposits:

Your Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31, 2024.

28. Details of significant and material orders passed by the Regulators/Courts/Tribunals: No significant and material orders passed by the Regulators, Courts, or Tribunals that would impact the company's going concern status and future operations.

29. Debentures:

As on March 31, 2024, the Company does not have any debentures.

30. Credit Rating:

In order to comply with Basel-II norms, the Company has received credit ratings from ICRA Limited concerning the Company's long-term and short-term fund-based limits. ICRA has reaffirmed the credit ratings assigned to the Bank facilities of the Company and has enhanced its limit for the Commercial Paper Programme as follows:

Further, on February 27, 2024, ICRA has placed its ratings on all instruments of the Company on "Watch with developing Implications".

31. Meetings of the Board:

The Board met six (6) times during the year under review. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report that forms part of this Report.

32. Annual Return:

In terms of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2024 is available on the Company's website at - www. quesscorp.com/investor-other-information

33. Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

Your Company is committed to providing a safe and conducive work environment to its employees and has zero tolerance for any actions that may constitute sexual harassment at the workplace.

YourCompanyhasadoptedapolicyonprevention,prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. There are regular sessions offered to all employees to increase awareness on the topic and the Committee and other senior members have undergone a training session.

An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, has been constituted to enquire into complaints, and to recommend appropriate action, wherever required, in compliance with the provisions of the Act. Details of complaints pertaining to sexual harassment that were filed, disposed-off and pending during the financial year are provided in the Report on Corporate Governance, which forms part of this Report.

34. Code of Conduct:

The Company has laid down a Code of Conduct for the Directors and senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Executive Director and Group CEO affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for FY24 forms part of the Corporate Governance Report.

35. Material changes and commitments affecting financial position between the end of the financial year and the date of the report:

No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year of your Company and date of this report.

36. Cyber-security:

The Company is committed to provide a secure IT environment across various systems and infrastructure, by establishing best practices and standards for Cyber-Security.

Embracing a proactive approach to cyber-security, we harness the power of Security Information and Event Management (SIEM) tools that adhere to ISO 27001 standards. These sophisticated tools empower us to methodically fortify our information fortress, tirelessly monitoring our network for any signs of intrusion.

To bolster the security of our mission-critical applications and support our dispersed workforce, we conduct regular Vulnerability Assessment Penetration Testing (VAPT), swiftly remedying any detected vulnerabilities. Furthermore, migrating our applications to the cloud enhances our operational resilience and underscores our commitment to adaptability and innovation in safeguarding our digital assets.

Moreover, to steer our cybersecurity initiatives with precision and depth, we've convened a dedicated council comprising esteemed stakeholders, led by our Chief Digital Officer. This council, fortified by platform and business IT leaders, convenes regularly to scrutinise and fortify our security posture and protocols, ensuring we remain steadfast and adaptive in safeguarding our digital realm against emerging threats.

37. Other Disclosures:

• The Company's ESG Report for the financial year ended March 31, 2024 prepared in accordance with GRI Standards will be available at our Company's website, at https://www.quesscorp.com/sustainability/

• During the financial year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

• 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 -Not Applicable.

• 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 – Not Applicable.

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act) – Not Applicable.

The Board wishes to express its sincere gratitude and appreciation for the efforts made by your Company's employees to achieve encouraging results. The Board also wishes to thank the shareholders, distributors, vendors, customers, bankers, government, and all other business associates forming part of the Quess family for their continued support and cooperation during the year.