డైరెక్టర్ల నివేదిక Quess Corp Ltd.

Mar 31, 2025

The Board of Directors (‘Board’) are delighted to present the 18th (eighteenth) Annual Report of Quess Corp Limited (‘the Company’
or ‘Quess’) along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31,
2025, 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 (‘SEBI Listing Regulations’).

1. Financial Highlights

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

			('' in million, except EPS)
Particulars	Consolidated		Standalone
	FY2025	FY20241	FY2025	FY20241
Revenue from operations	149,671.99	136,950.90	137,872.11	120,502.04
Other Income	236.19	148.49	1,306.68	1,149.70
Total Income	149,908.18	137,099.39	139,178.79	121,651.74
Cost of material and stores and spare parts consumed	2.68	2,864.03	0.81	3.37
Employee benefit expenses	140,513.40	125,183.77	129,960.24	112,957.38
Finance Costs	385.98	571.58	371.04	552.08
Depreciation and Amortization Expense	412.10	580.52	387.49	390.60
Other expenses	6,532.70	6,559.72	5,857.23	5,817.60
Total Expenses	147,846.86	135,759.62	136,576.81	119,721.03
Share of Profits/(loss) of equity accounted investees (net of income tax)	-	(0.69)	-	-
Profit/(loss) before exceptional items and tax	2,061.32	1,339.08	2,601.98	1,930.71
Exceptional items (Loss)	1,643.35	9.86	1,545.36	101.84
Profit/(Loss) Before Tax	417.97	1,329.22	1,056.62	1,828.87
Tax Credit	40.92	24.86	144.63	204.31
Profit/(Loss) for the year from Continuing Operations	458.89	1,354.08	1,201.25	2,033.18
Profit/(Loss) for the year from Discontinued Operations (net of tax)	-	1,449.95	-	1,396.03
Profit/(Loss) for the year	458.89	2,804.03	1,201.25	3,429.21
Other Comprehensive (loss) for the year	(78.35)	(255.60)	(105.59)	(212.69)
Total Comprehensive Income for the year	380.54	2,548.43	1,095.66	3,216.52
Basic EPS (in '') (For Continuing operations)	3.08	9.28	8.08	13.70
Diluted EPS (in '') (For Continuing operations)	3.07	9.22	8.05	13.62

2. State of Affairs

The highlights of the Company’s Consolidated Financial
performance are as under:

• The consolidated revenue from operations
registered a growth of 9% YoY to '' 1,49,671.99 million
(FY25) from '' 1,36,950.90 million (FY24).

• The consolidated EBITDA registered a growth of
12% YoY, amounting to '' 2,623 million.

• The consolidated adjusted PAT registered a growth
of 54% YoY, amounting to '' 2,102 million.

3. Transfer to Reserves

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

4. Transfer of unclaimed dividend / unpaid dividend/
shares to the Investor Education and Protection
Fund

Pursuant to the provisions of Section 124(5) of the
Companies Act, 2013, read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (IEPF Rules), all dividends which
remain unpaid or unclaimed for a period of 7 (seven) years
from the date of their transfer to the unpaid dividend
account are required to be transferred by the Company
to the Investor Education and Protection Fund (‘IEPF’),
established by the Central Government. Further, as per
the IEPF Rules, the shares on which the dividend has
not been paid or claimed by the members for 7 (seven)
consecutive years or more shall also be transferred to the
demat account of the IEPF Authority. Further, as per Rule
6(8) of IEPF Rules, all benefits such as bonus shares, split,
consolidation, except rights issue, accruing on shares
which are transferred to IEPF, shall also be credited to the
demat account of the IEPF authority.

During the year under review, there were no unclaimed
dividends and corresponding shares that were due to be
transferred by the Company.

Details of unclaimed dividends and related shareholder
information are available on the website of the Company 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.

5. Dividend

In accordance with Regulation 43 of the SEBI Listing
Regulations, the dividend payout is in accordance with
the Company’s Dividend Distribution Policy, based on
which the Board may recommend or declare dividends,
usage of retained earnings, etc.

The Board at its meeting held on May 19, 2025, has
amended the Dividend Distribution Policy. A copy of
the Policy is available on the website of the Company at
https://www.quesscorp.com/corporate-governance/.

Based on the principles enunciated in the above
Policy, in line with the practice of returning substantial
free cash flow to shareholders and the Company’s
performance, the Company had declared/ paid the
Interim dividend of '' 4 per equity share of '' 10 each
aggregating to '' 594 million to the equity shareholders
during FY25, declared by the Board on January 29, 2025.
The Board, at its meeting held on May 19, 2025, has
recommended a final dividend of '' 6 per equity share of
'' 10 each. The final dividend on equity shares, if approved
by the shareholders, would result in a cash outflow of
'' 891 million (approx).

6. Share Capital

During the year under review, the paid-up share capital of
the Company has been increased from '' 1485.10 million
to '' 1,489.19 million on account of allotment of shares
against the exercise of Restricted Stock Units (‘RSU’)
granted/vested under the following share-based benefit
schemes:

a. Quess Employee Stock Option Scheme 2015
(‘ESOP 2015’)

The Quess Corp Limited - Employee Stock Option
Scheme 2015 (‘ESOP 2015’) stands closed w.e.f.
October 28, 2024, due to completion of 5 (five)
years from the date of last vesting. On the date
of closure, all the options have been exercised/
lapsed/ forfeited, and there was no outstanding
balance under the said Scheme.

b. Quess Stock Ownership Plan-2020 (‘QSOP
2020’)

The Nomination and Remuneration Committee
(‘NRC’) vide resolutions dated July 24, 2024,
December 11, 2024, February 17, 2025 and March 21,
2025 allotted 1,16,294; 61,657; 1,02,585 and 1,28,621
equity shares respectively of '' 10 each to the
eligible employees of the Company who exercised
their 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.

7. 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, 2025, there is no
outstanding Commercial Papers.

8. 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.

I n 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 in
Form AOC-1.

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
website of the Company at https://www.quesscorp.com/
financial-information/.

The Company has a policy for determining the material
subsidiaries of the Company, and the same is uploaded
on the website of the Company at https://www.quesscorp.
com/corporate-governance/.

Quesscorp Holdings Pte. Ltd., Singapore continues to be
the material subsidiary of the Company.

As on March 31, 2025, the Company has 18 Subsidiary
Companies, comprising 5 (five) Indian Companies and 13
(thirteen) Foreign Companies. Further, there are 2 (two)
Foreign Associate Companies post the demerger.

Further, consequent to the approval of the Composite
Scheme of Arrangement, the following subsidiaries of
the Company have been transferred to Digitide Solutions
Limited (Resulting Company 1) and Bluspring Enterprises
Limited (Resulting Company 2) w.e.f. March 31, 2025 (the
Effective Date).

Sl. No.	Name of Subsidiary/ Step-down Subsidiary Companies	Resulting Company
1	Alldigi Tech Limited, India	Digitide Solutions Limited
2	Heptagon Technologies Private Limited, India	(Resulting Company 1)
3	Quess Corp (USA) Inc., USA
4	Brainhunter Systems Limited, USA
5	Mindwire Systems Limited, Canada
6	MFXchange Holdings Inc., USA
7	MFXchange (USA), Inc., USA
8	QuessGTS Canada Holdings Inc.,Canada
9	Alldigi Tech Manila Inc., Philippines
10	Alldigi Tech Inc., USA
11	Monster.com (India) Private Limited, India	Bluspring Enterprises Limited
12	Terrier Security Services India Private Limited, India	(Resulting Company 2)
13	Trimax Smart Infraprojects Private Limited, India
14	Vedang Cellular Services Private Limited, India
15	Monster.com SG Pte Limited, Singapore
16	Monster.com HK Limited, Hong Kong
17	Agensi Pekerjaan Monster Malaysia Sdn. Bhd., Malaysia

9. Significant Developments in FY25

a) 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.

During the year under review, the Company had
received a certified true copy of the Order from
Hon''ble National Company Law Tribunal, Bengaluru
Bench (NCLT) dated March 04, 2025, approving
the Composite Scheme of Arrangement between

Quess Corp Limited (‘Demerged Company’),
Digitide Solutions Limited (‘Resulting Company 1’),
Bluspring Enterprises Limited (‘Resulting Company
2’), and their respective shareholders and creditors
(Scheme of Arrangement/the Scheme), with the
appointed date of April 01, 2024. The certified true
copy of the NCLT order was filed with the Registrar
of Companies on March 31, 2025 (the Effective
Date).

Pursuant to the said Scheme of Arrangement, both
Resulting Company 1 and Resulting Company 2
ceased to be the subsidiaries of the Company.

I n accordance with the Scheme of Arrangement, till the
Effective Date, the Company carried out the activities of
Demerged Undertaking 1 and Demerged Undertaking
2. Upon the Scheme becoming effective and from the
Appointed Date i.e. April 01, 2024, the Company reduced
the carrying value of all the assets, liabilities and reserves
pertaining to the Demerged Undertaking 1 (including its
subsidiaries) and Demerged Undertaking 2 (including
its Subsidiaries) as appearing in the books of account
of the Company, being transferred to and vested in the
Resulting Company 1 and Resulting Company 2, from
the respective book value of assets and liabilities of the
Company.

b) Acquisitions / Investments / Disinvestments
during the Financial Year

Quess’s strategy supports value creation for its clients
and growth for the organisation through multiple
ideologies and consideration of the stakeholders’
priorities. The 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.

During the year under review,

• The Company had purchased the food catering
and facility management services business of
Archer Integrated Services Private Limited and
Astrin Traders and Supplies Private Limited, as a
going concern on a slump sale basis for a lump
sum cash consideration, without values being
assigned to individual assets and liabilities as
contemplated under the Income Tax Act, 1961,
on such terms and conditions as contained
in the Business Transfer Agreements. This
business was relating to the business of the
Resulting Company 2, and therefore, the same
was transferred to the Resulting Company
2 pursuant to the Composite Scheme of
Arrangement.

• Quesscorp Solutions Pte. Ltd. and Quesscorp
Consulting Pte. Ltd., wholly-owned step-down
subsidiaries of the Company, were incorporated
in Singapore. Quesscorp Holdings Pte. Ltd.,
a material subsidiary of the Company, holds
100% shares in both the companies.

10. Change in Nature of Business

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

However, consequent to the completion of three-way
demerger, which has resulted in 3 (three) separate
listed companies (including Quess Corp Limited), the
Global Technology Solutions business of the Company

transferred to Digitide Solutions Limited (Resulting
Company 1) and Operating Assets Management and
Product-Led Business was transferred to Bluspring
Enterprises Limited (Resulting Company 2).

Post demerger, Quess Corp Limited has now become
a pure-play Workforce Management Company with
the following business segments: (i) General Staffing,
(ii) Professional Staffing, (iii) Overseas Business and (iv)
Digital Platforms.

11. Particulars of Loans, Guarantees or Investments

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

12. Management Discussion and Analysis

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

13. Directors and Key Managerial Personnel (KMPs)

As on March 31, 2025, the Board of Directors comprised of
8 (eight) Directors, consisting of 1 (one) Executive Director,

3 (three) Non-Executive Non-Independent Directors, and

4 (four) Independent Directors. Out of the total Directors,
1 (one) is a woman Independent Director. The Board has
an appropriate mix of Executive Directors, Non-Executive
Non-Independent Directors, and Independent Directors,
which is compliant with the Companies Act, 2013, the
SEBI Listing Regulations, and is also aligned with the best
practices of Corporate Governance.

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.
Guruprasad Srinivasan (DIN: 07596207), Executive
Director and Group CEO, 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/ Re-appointment, Cessation
and Resignation of Directors

The Board of Directors, based on the
recommendation of the NRC, had approved the
appointment of Ms. Sudha Suresh (DIN: 06480567),
Mr. S Devarajan (DIN: 00878956), and Dr. Vivek
Mansingh (DIN: 06903079) as Additional Directors
(Category: Non-Executive, Independent) of the
Company w.e.f. June 19, 2025, till the ensuing 18th
AGM of the Company.

Further, Ms. Sudha Suresh, Mr. S Devarajan
and Dr. Vivek Mansingh were appointed as the
Independent Directors of the Company, not liable to
retire by rotation, for a term of 5 (five) consecutive
years effective June 19, 2025, till June 18, 2030
(both days inclusive), subject to the approval of
the shareholders at the ensuing 18th AGM of the
Company.

The Board, based on the recommendation of the
NRC, has approved the re-appointment of Mr. Kalpathi
Ratna Girish (DIN: 07178890) as an Independent
Director of the Company, for the second term of 5
(five) consecutive years effective August 31, 2025
to August 30, 2030 (both days inclusive), subject to
the approval of the shareholders at the ensuing 18th
AGM of the Company.

Ms. Revathy Ashok (DIN: 00057539), Independent
Director of the Company, who was due to complete
her tenure of 10 (ten) years as an Independent
Director on July 23, 2025, was relieved from her
duties effective June 30, 2025, upon her request.

Mr. Gaurav Mathur (DIN: 00016492), Independent
Director of the Company, will complete his term of 5
(five) consecutive years on August 30, 2025. He has
expressed his intention not to renew his tenure as an
Independent Director due to his other professional
and personal commitments, and consequently, he
will cease to be a Director of the Company w.e.f.
August 30, 2025.

c) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act,
Mr. Guruprasad Srinivasan, Executive Director and
Group Chief Executive Officer, and Mr. Kundan Kumar
Lal, Company Secretary and Compliance Officer, are
the Key Managerial Personnel (KMP) of the Company.

Further, Mr. Kamal Pal Hoda, who was the Group
Chief Financial Officer and KMP of the Company
till March 31, 2025, had relinquished his position
as Group Chief Financial Officer of the Company,
in view of transition to a new role as the Executive
Director & CEO of Bluspring Enterprises Limited
w.e.f. April 01, 2025.

Based on recommendations of the NRC and the
Audit Committee, the Board of Directors had
approved the appointment of Mr. Sushanth Pai as
the Chief Financial Officer and KMP of the Company
w.e.f. April 01, 2025.

d) Declaration by Independent Directors

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 Regulation 25
of the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as
Independent Directors of the Company.

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

14. 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 accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

b) the Directors 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 and loss 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.

15. Board Evaluation

Pursuant to the provisions of Section 134 of the Act,
and Regulation 19 of the SEBI Listing Regulations, an
annual performance evaluation of the Board, Board level
Committees, and Individual Directors was conducted
during the year, in order to ensure that the Board and
Board level Committees are functioning effectively and
demonstrating good governance.

The evaluation was carried out based on the criteria and
framework approved by the NRC. A detailed disclosure on
the parameters and the process of Board evaluation has
been provided in the Report on Corporate Governance.

16. Familiarization Programme for Board members

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.

A note on the Familiarization Programme conducted by the
Company for the orientation and training of the Directors is
made available on the website of the Company at https://
www.quesscorp.com/corporate-governance/.

17. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and
Sustainability Report on the environmental, social and
governance, which describes the initiatives taken by the
Company from environmental, social, and governance
perspectives, forms part of this Report as ‘Annexure 1’.

18. Auditors & Auditors’ Report
a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act
and the Rules framed thereunder, the shareholders
at the 16th AGM of the Company, held on September
26, 2023, had re-appointed M/s. Deloitte Haskins &
Sells LLP, Chartered Accountants (Firm Registration
No. 117366W/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 21st AGM.
The Statutory Auditors have confirmed that they are
not disqualified to continue as the Statutory Auditors
and are eligible to hold the office as the Statutory
Auditors of the Company.

The Board has duly examined the Statutory
Auditors’ Report to the Financial Statements for the
Financial Year 2024-25, which is self-explanatory.
Clarifications, wherever necessary, have been
included in the notes to the Financial Statements
section of the Annual Report, and the Management’s
response on the same has been provided below.

Explanation to Auditors’ Comment
The Auditors have issued a modified opinion/
conclusion regarding “Disallowance by the Income
Tax authorities relating to deduction under Section
80JJAA of the Income Tax Act, 1961."

The management’s response to the same was as
below:

The audit qualification relates to the uncertainty
of the outcome of the matter relating to the
disallowances under Section 80JJAA as mentioned
in II(a) above.

The Company believes that the uncertainty on
the matter is transitory and cannot be currently
estimated.

For fiscal 2018 to 2021, the Company has also filed
an appeal before the Income Tax Appellate Tribunal
against the assessment orders. The Company has
filed an appeal before CIT(A) against the assessment
order passed for fiscal 2017 and additionally, filed
objections against the draft assessment order for
fiscal 2022 with the Dispute Resolution Panel. The
Company believes that the tax treatment availed
by the Company for deductions under 80JJAA
and depreciation on goodwill are valid and will
be sustained on ultimate resolution, supported by
external opinions from legal counsel and other tax
experts.

In January 2024, National Financial Reporting
Authority (''NFRA''), in an Order relating to certification
for fiscal 2019 to 2021 by an external Chartered
Accountant pertaining to claims under 80JJAA made
by the Company, has made certain observations on
the applicability of certain conditions in the Income
Tax Act and related reports submitted to the Income
Tax Authority in respect of these deductions. This
order was subsequently stayed by the Hon''ble
Delhi High Court. As specified above, the Company
continues to believe that its claim under 80JJAA is
valid and intends to vigorously contest its position
and interpretative stance of these sections on merits
and based on external third-party assessments of
the claim made, believes that the deduction under
80JJAA will be sustained upon ultimate resolution
by the Income Tax Authority.

Pending resolution of these Income Tax disputes,
the Company has assessed '' 2,963.84 million as
contingent liabilities towards demands, including
interest in the order for these fiscal years.

The Company continues to maintain its stand on
the manner of claim in the 80JJAA deduction, and
accordingly, the company has claimed 80JJAA
deduction (reduced from taxable income) of
'' 2,032.45 million for the year ended March 31,
2025. For fiscal 2023 and 2024, the Company had
also claimed deduction under 80JJAA amounting
to '' 9,229.15 million for which assessment is yet to
be completed. The Company believes that such
deduction, including its quantum, has been validly
and consistently claimed, in conformity with its
interpretation of the statute.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014,
the Board 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 the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year
2024-25 is annexed as ‘Annexure 2’ 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, the Board of Directors at its meeting held
on June 19, 2025, has appointed Mr. Parameshwar
G Bhat, a Peer Reviewed Company Secretary in
Practice (Membership No. F8860, C.P. No. 11004,
Peer Review Certificate No. I2012KR932900), as the
Secretarial Auditor of the Company for a term of 5
(five) consecutive financial years commencing from
Financial Year 2025-26, subject to the approval of
the shareholder at the ensuing AGM, to conduct
the Secretarial Audit of the Company in accordance
with the applicable provisions of the Companies Act,
2013 and the SEBI Listing Regulations.

c) Internal Auditors

The Board, on the recommendation of the Audit
Committee, had approved the appointment of M/s.
Grant Thornton Bharat LLP, as the Internal Auditors
of the Company for the Financial Year 2024-25, 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 Section 148(1) of the Act
is not required by the Company, and accordingly,
such accounts and records are not maintained.

i. Reporting of Fraud by Auditors

During the year under review, the Auditors have not

reported any instances of fraud committed against the

Company by its officers or employees under Section

143(12) of the Act to the Audit Committee, and therefore
no details are required to be disclosed under Section
134(3) (ca) of the Act.

20. Risk Management

At Quess Corp Limited, we have embedded a robust
Enterprise Risk Management (ERM) framework that
enables us to proactively identify, assess, and mitigate
both internal and external risks that may impact our
operations, financial performance, and strategic
objectives.

Our ERM approach is aligned with industry best practices
and regulatory standards, ensuring resilience across
our business functions & operations. By fostering a risk-
aware culture, we empower our teams to anticipate
challenges, respond to emerging threats, and capitalize
on opportunities with confidence.

During the year, we continued to enhance our risk
management processes by leveraging technology,
strengthening internal controls, and refining our risk
assessment methodologies. Our Board of Directors
and Risk Management Committee play a pivotal role
in overseeing risk governance, ensuring that our risk
appetite aligns with our corporate vision and stakeholder
expectations.

The ERM Framework includes the following features:

• The Risk Management Policy, as approved by the
Board, establishes a structured and disciplined
approach to risk management, supporting strategic
decision-making. The Risk Management and ESG
Committee, comprising Board members and C-suite
executives, reviews and monitors progress on
mitigation plans, offering necessary guidance and
direction.

• The Corporate Risk Management Team actively
collaborates with independent Internal Auditors to
identify areas where processes and internal controls
require enhancement for improved risk management.
Audit findings, along with management action plans,
are discussed and reviewed by the Audit Committee
of the Board.

• Business-level SOPs and policies, along with
centrally issued policies, shape the internal control
framework and strengthen our comprehensive risk
management processes.

• Regular top management reports, including Risk
Dashboards, Risk Review Reports, and Internal
Audit Reports, play a crucial role in monitoring
risk exposure and assessing the effectiveness of
implemented mitigation plans.

The Risk Management policy, as approved by
the Board, is available on the website of the
Company at https://www.quesscorp.com/corporate-
governance/.

21. Internal Financial Control Systems and their
adequacy

The Company has a robust Internal Control System
(ICS) designed in alignment with the Act, and tailored
to its business scale, scope, and complexity. The Board
of Directors has implemented internal financial controls
through well-defined policies and procedures adopted
by the Company. These controls ensure seamless
business operations, compliance with the applicable laws
and regulatory directives, asset protection, transaction
authorization, fraud and error prevention, accuracy of
accounting records, and timely preparation of reliable
financial reports.

M/s. Grant Thornton Bharat LLP conducts internal audit
as per the scope and authority defined by the Audit
Committee. To ensure independence, the Internal Auditor
reports directly to the Chairman of the Audit Committee.
The auditor systematically assesses the effectiveness
of the Company’s Internal Control System, ensuring
compliance with the applicable laws and accounting
policies. Management carefully reviews the audit reports
and takes corrective actions to strengthen controls.
Periodic audit findings are summarized and presented to
the Audit Committee for oversight and necessary action.

The Audit Committee meets on a quarterly basis to review
the Internal Audit Reports submitted by the Internal
Auditors. The Audit Committee carefully examines the
key audit findings to ensure the effectiveness of financial
and internal controls, as well as the risk management
systems and processes. Regular audits and reviews help
to strengthen these frameworks. The Internal Auditors
provide quarterly updates on the status of key audit
findings, enabling prompt resolution and implementation
of necessary actions.

M/s. Deloitte Haskins and Sells LLP, the Statutory
Auditors, conduct an audit of the Financial Statements
and provide a report on internal controls over financial
reporting, as outlined under Section 143 of the Act, which
is included in this Report. Furthermore, in compliance with
the provisions of Section 177 of the Act and Regulation
17 of the SEBI Listing Regulations, the Statutory Auditors,
in conjunction with the Audit Committee, have confirmed
that the Company maintains a robust internal financial
controls system over financial reporting, which has
operated effectively throughout the year.

The Management considers the enhancement of
the Internal Control System an ongoing process and
remains committed to strengthening controls, prioritizing
preventive and automated measures over manual

processes. The Company has a strong ERP system
and other supporting IT platforms that serve as key
elements of its internal control framework. Continuous
technological advancements are leveraged to further
reinforce and enhance the internal controls.

During the year under review, 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 the
Financial Year 2024-25, and their adequacy is included in
the Management Discussion and Analysis Report, which
forms part of this Report.

22. Related Party Transactions

All the Related Party Transactions entered during the
Financial Year 2024-25 were on an arm’s length basis
and in the ordinary course of business. There were no
materially significant Related Party Transactions entered
by the Company during the Financial Year that may have
potential conflict with the interest of the Company at large
and required shareholders’ approval under Regulation
23 of the SEBI Listing Regulations. All Related Party
Transactions and subsequent material modifications are
placed before the Audit Committee for its review and
approval on a quarterly basis. 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. Pursuant
to Regulation 23(9) of the SEBI Listing Regulations, the
Company has filed reports on related party transactions
with the Stock Exchange(s).

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 3’ 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 on criteria for dealing
with Related Party Transactions and is made available on
the website of the Company at https://www.quesscorp.
com/corporate-governance/.

23. Nomination and Remuneration Committee and
Company’s Policy on Nomination, Remuneration,
Board Diversity, Evaluation and Succession

a) Policy on Director’s Appointment and
Remuneration

I n compliance with the provisions of Section 178(3)
of the Act and Regulation 19 of the SEBI 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 and Senior
Management Personnel and also on succession
planning and evaluation of Directors. The policy
on remuneration is available on the website of the
Company at https://www.quesscorp.com/corporate-
governance/.

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, industry experience and
geographical background, age, ethnicity, race,
gender and 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 Board
recognizes the importance of diverse composition
and therefore has adopted the Board Diversity
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 said policy is made available on the website
of the Company, which can be accessed at https://
www.quesscorp.com/corporate-governance/.

Additional details on Board Diversity are available in
the Corporate Governance Report.

24. 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/corporate-governance/.

25. 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 implemented the below mentioned
employee stock option schemes, namely-

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

2) Quess Stock Ownership Plan- 2020.

The Quess Corp Limited - Employee Stock Option
Scheme 2015 (‘ESOP 2015’) stands closed w.e.f October
28, 2024, due to completion of 5 years from the date of
last vesting. On the date of closure, all the options have
been exercised/ lapsed/ forfeited, and there was no
outstanding balance under the said Scheme.

The Company had also introduced Quess Stock
Ownership Plan - 2020 (‘QSOP 2020’), which was
approved by the shareholders through Postal Ballot on
March 31, 2020. The said scheme was implemented
with a view to grant performance-linked restricted stock
unit to motivate key employees, to create an employee
ownership culture, to attract new talent, and to retain
existing managers.

During the year under review, there have been no
changes in the above-mentioned existing Scheme, and
it is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.

During the year, a total of 4,09,157 shares were allotted
to the eligible employees of the Company under the
Company’s prevailing ESOP/RSU Schemes.

A detailed disclosure with respect to stock options
containing details as required under Rule 12(9) of the
Companies (Share Capital and Debentures) Rules 2014,
and Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, is appended
herewith as ‘Annexure 4’ to the Board’s Report.

M/s. SNM & Associates, Practicing Company Secretary
(C.P. No. 4684), has certified that the aforementioned
employee stock option plans of the Company have been
implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
and the resolutions passed by the shareholders in this
regard.

26. 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 5’ and forms an integral part of this Report.

The statement containing the details of top 10 (ten)
employees on roll and particulars of employees employed
throughout the year whose remuneration is more
than 10.20 Million or more per annum and employees
employed part-time and in receipt of remuneration of
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. The above statement is available on
the website of the Company at www.quesscorp.com.
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.

27. Corporate Governance

The 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.

28. Vigil Mechanism/ Whistle Blower Policy

In compliance with the provisions of Section 177(9) of the
Act, and Regulation 22 of the SEBI Listing Regulations, the
Company has a Whistle Blower Policy and has established
the necessary vigil mechanism for its 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 Whistle Blower Policy of the Company is
available on the website of the Company at https://www.
quesscorp.com/corporate-governance/.

The Ethics Committee comprising of Group Head-
Legal, Company Secretary, Chief Financial Officer,
Head-Internal Audit and Chief People Officer, oversees
the investigation and reporting of suspected unethical
practices, grievances and whistleblowers received.
The Ethics Committee assesses these concerns, takes
corrective actions and presents quarterly summaries of
key investigations to the Audit Committee.

No member has been denied access to Vigil Mechanism
and no complaints have been received during the year.

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

In an increasingly dynamic and resource-conscious
world, addressing energy consumption is not just a
responsibility but a strategic imperative. At Quess Corp,
a leading staffing and workforce solutions provider,
we recognize that our operational practices have an
environmental footprint. As a service-based enterprise,
our direct energy consumption is relatively low; however,
we believe that even minimal usage must be managed
with intent and responsibility.

Commitment to Responsible Use of Energy

Our commitment to energy conservation is embedded
in our operational philosophy and reaffirmed through

our Sustainability Report, available on the website of the
Company. While our operations do not require heavy
industrial energy use, we actively implement measures
that reduce consumption and promote sustainable
practices across all our office locations.

Some of the key initiatives adopted by the Company are
as under:

• Air Conditioning Temperature Controls: Optimized
thermostat settings to ensure efficient air
conditioning usage, maintaining workplace comfort
while reducing unnecessary power consumption.

• Switch On/Off Policy: Enforcing strict protocols to
power down non-essential lighting and equipment
during off-hours, significantly reducing energy waste.

• Smart Resource Management: Our energy needs
are primarily met through purchased electricity,
with limited use of diesel generators as backup. We
monitor and manage this usage closely to avoid
overconsumption and identify opportunities for
improvement.

Technology as an Enabler of Sustainability

The Company stands at the intersection of people and
technology. The in-house IT capabilities empower the
Company to build and deploy intelligent, tech-enabled
solutions that optimize workforce management, enhance
operational efficiency, and reduce our environmental
impact. Through digitization, automation, and centralized
data systems, we have been able to significantly reduce
our reliance on paper, minimize travel through remote
collaboration tools, and improve energy monitoring
across facilities.

Our technology-led platforms and digital tools not only
streamline internal operations but also support clients
in transitioning to more sustainable business models by
offering flexible, scalable workforce solutions that reduce
resource overheads.

This approach aligns with our broader ESG strategy-
one that integrates sustainability into every aspect of our
service delivery, fosters innovation, and contributes to a
low-carbon, resilient future.

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

• Expenditure in foreign currency: '' 40.32 million

• Earnings in foreign currency: '' 361.56 million

30. 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 Community
level as well. The CSR initiatives of the Company are
primarily carried out through the Quess Foundation and
Careworks Foundation.

The contribution of the Company towards its CSR
activities during the Financial Year 2024-25 was
'' 36.23 million including administrative overheads. CSR
spending is guided by the vision of creating long-term
benefits for the Community.

During the past fiscal year, the Company prioritized its
CSR initiatives in the following key areas:

Education:

(i) School Upgradation: The main focus of this
program was to create a safe, clean, and a joyful
learning space that children enjoy coming to every
day. Refurbishments of schools included painting,
structural maintenance, classroom enhancements,
and repairs to sanitation and drinking water facilities.

(ii) Education Kit: Under this program, every child was
given a new, class-appropriate notebook. This
annual initiative supports dignity, routine, and school
readiness. For many children, receiving a fresh kit is
a symbolic and emotional marker of a new academic
year — one that energizes them to return to school.

(iii) Scholarship Program: This program supports
academically high-performing students from under¬
resourced backgrounds through college and
vocational education. During the year, 95 students
pursuing degrees in engineering, medicine,
commerce, social work, and other fields received
both financial support and ongoing mentoring.

(iv) Lifeskills Education: Life skills sessions facilitated
by trained educators focused on empathy,
communication, decision-making, leadership,
emotional regulation, and creative thinking.
Teachers reported improved classroom behavior,
increased confidence, and better peer relationships
among students. This year, we reached 13000
children across 44 schools.

(v) Digital Learning Program: To prepare students for
a technology-driven world, the Quess Foundation
introduced modules on basic digital literacy,
computer skills, internet use, and responsible digital
citizenship. Through this program, we were able
to reach 7000 children across 39 schools. This
program is especially vital for bridging the digital
divide in government schools.

Health & Wellbeing:

(i) The Health & Wellbeing Program ensures that
every child is healthy and ready to learn. Through

continuous medical engagement and psychosocial
care, this initiative has played a crucial role in
improving attendance and academic engagement.

(ii) School Sanitation Program : Inadequate sanitation is
a major barrier to school attendance, especially for
girls. Under this program, this issue was addressed
by deploying trained housekeeping staff to manage
daily cleaning and hygiene standards. These staff
members were equipped with industrial-grade
cleaning materials and trained using Quess Corp’s
expertise in facilities management.

(iii) CMC Vellore was supported to build 350 beds at
Paediatric Super Speciality Centre.

In compliance with the provisions of Section 135 of the Act,
read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has established the CSR
Committee, which monitors and oversees various CSR
initiatives and activities of the Company. As on March
31, 2025, the CSR Committee comprises of Ms. Revathy
Ashok (Chairperson), Mr. Ajit Isaac, and Mr. Gaurav Mathur.

The Policy on Corporate Social Responsibility and Annual
Action Plan have been uploaded on the website of the
Company at https://www.quesscorp.com/corporate-
governance/.

A detailed report regarding the CSR Activities of the
Company is appended herewith as ‘Annexure 6’ to the
Board’s Report.

31. Deposits

The 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 the public is outstanding as on March 31,
2025.

32. Details of significant and material orders passed
by the Regulators/ Courts/ Tribunals

No significant and material orders were passed by the
Regulators, Courts, or Tribunals that would impact the
Company’s going concern status and future operations
of the Company.

33. Debentures

As on March 31, 2025, the Company does not have any
debentures.

34. 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 assigned the credit ratings to the various
instruments of the Company as provided below:

Instrument	Rating Action
Long-term - Fund-based Limits	[ICRA]AA ; continues on watch with Developing implications
Short-term - Non-fund Based Limits	[ICRA]A1 ; continues on watch with Developing implications
Short-term - Interchangeable Limits	[ICRA]A1 ; continues on watch with Developing implications
Commercial Paper (CP)	[ICRA]A1 ; continues on watch with Developing implications

35. Meetings of the Board

The meetings of the Board are scheduled at regular
intervals to discuss and decide on the matters of
business performance, policies, strategies and other
matters of significance. The schedule of the meetings
is circulated in advance, to ensure proper planning and
effective participation. In certain exigencies, decisions of
the Board are also accorded through circulation.

During the Financial Year 2024-25, the Board met 5 (five)
times on May 09, 2024, July 29, 2024, October 28, 2024,
December 03, 2024 and January 29, 2025.

The maximum interval between any two meetings did
not exceed 120 days, as prescribed in the Act. Detailed
information regarding the meetings of the Board is
included in the Report on Corporate Governance, which
forms part of this Annual Report.

36. Annual Return

I n 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, 2025, is available on the website of the Company at
www.quesscorp.com/investor-other-information.

37. I nformation Required under Sexual Harassment
of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

The Company is committed to provide a safe and
conducive work environment to its employees and
has zero tolerance for any actions that may constitute
sexual harassment at the workplace. The Company
has adopted a Policy on Prevention, 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. Regular sessions and
programs are conducted to increase awareness of the
topic among the employees.

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.

The details of the Complaints received during the year
are as under:

Particulars	No. of Complaints Core Employees	No. of Complaints Associate Employees
Number of complaints pending at the beginning of the year	0	3
Number of complaints received during the year	5	61
Number of complaints disposed-off during the year	4	60
No. of complaints pending at the end of the year	12	42

*All the pending complaints have been resolved.

38. Code of Conduct

The Company has laid down a Code of Conduct for
the Directors and Senior Management Personnel of
the Company. As prescribed under Regulation 17 of the
SEBI 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 the Financial
Year 2024-25 forms part of the Report on Corporate
Governance.

39. 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
the Company’s financial position have occurred between
the end of the Financial Year and the date of this report.

40. Cybersecurity

The Company is committed to provide a secure IT
environment across all systems and infrastructure by
establishing and adhering to industry best practices and
cybersecurity standards.

Adopting a proactive approach to cybersecurity, we
leverage Security Information and Event Management
(SIEM) tools aligned with ISO 27001 standards. These
tools enable us to continuously monitor our network,
detect anomalies, and respond swiftly to potential threats.

To strengthen the protection of mission-critical
applications and support a geographically distributed

workforce, we regularly conduct Vulnerability Assessment
and Penetration Testing (VAPT), promptly addressing any
identified risks. Additionally, migrating our applications to
the cloud enhances our operational resilience, reflecting
our commitment to innovation and robust digital security.

To guide our cybersecurity strategy with clarity and
accountability, a dedicated cybersecurity council—led
by the Chief Technology Officer and comprising key
stakeholders from platform and business IT teams—
meets regularly. This council plays a pivotal role in
assessing, refining, and reinforcing our security posture
to stay ahead of evolving threats.

41. Secretarial Standards

In terms of Section 118(10) of the Companies Act, 2013, the
Company has complied with the applicable Secretarial
Standards i.e. SS-1, SS-2 and SS-4, relating to the
‘Meetings of the Board, ‘General Meetings’ and ‘Report of
the Board of Directors’, respectively, as specified by the
Institute of Company Secretaries of India and approved
by the Central Government.

42. Codes and Policies

The details of the policies approved and adopted by the
Board as required under the various provisions of the
Companies Act, 2013, the SEBI Listing Regulations, and
any other applicable laws are provided in ‘Annexure 7’ to
the Board’s Report.

43. Other Disclosures

• The Company’s ESG Report for the Financial Year
ended March 31, 2025, prepared in accordance
with GRI Standards, will be available on the website
of the Company at https://www.quesscorp.com/
sustainability/.

• There were no instances where the Company
required the valuation for one-time settlement or
while taking the loan from the Banks or Financial
Institutions. ²

• There are no voting rights which are not directly
exercised by the employees in respect of shares for
the subscription/ purchase of which loan was given
by the 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.

44. Green Initiatives

The Ministry of Corporate Affairs (MCA) has undertaken a
“Green Initiative” to encourage paperless communications,
contributing towards a greener environment. As part of
this initiative, companies are permitted to send official
documents to shareholders electronically.

Your Company fully supports this initiative and encourages
shareholders to register/ update their email addresses
with their Depository Participants or with the Company’s
Registrar and Share Transfer Agent to enable receipt of
Annual Reports, Notices, and other communications in
electronic mode.

45. Acknowledgements

The Directors express their sincere gratitude to all the
employees for their unwavering dedication, resilience,
and collaborative spirit. With such a strong foundation,
enthusiasm, and shared vision, we are confident in our
ability to drive continued success in the years ahead.

The Board conveys its appreciation to its shareholders,
customers, vendors, bankers, business associates,
regulatory, and government authorities for their continued
support and co-operation.

For and on behalf of the Board of Directors of
Quess Corp Limited

Sd/-
Ajit Isaac

Place: Bengaluru Chairman

Date: June 19, 2025 DIN: 00087168

1

Previous year figures have been restated/reclassified due to the Composite Scheme of Arrangement.

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

2

There are no proceedings initiated/pending against
the Company under the Insolvency and Bankruptcy
Code, 2016, which materially impact the business of
the Company.

---

Mar 31, 2024

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:

	(Rs. in millions, except per equity share data)
Particulars	Consolidated		Standalone
	FY24	FY23	FY24	FY23
Revenue from operations	191,001.33	171,583.87	155,711.84	136,379.33
Other Income	294.53	263.35	1,611.69	780.86
Total Income	191,295.86	171,847.22	157,323.53	137,160.19
Cost of material and stores and spare parts consumed	4,771.95	4,794.39	1,877.91	1,807.64
Employee benefit expenses	165,567.73	146,595.61	139,014.18	120,386.62
Other expenses	13,726.55	14,337.25	9,999.99	9,899.18
Finance Costs	1,173.23	1,066.08	911.04	880.63
Depreciation and Amortization Expense	2,831.95	2,746.12	1,852.32	1,784.10
Total Expenses	188,071.41	169,539.45	153,655.44	134,758.17
Share of Profits/(loss) in Associates	(0.69)	0.84	0.00	0.00
Profit/(loss) before exceptional items and tax	3,223.76	2,308.61	3,668.09	2,402.02
Exceptional items	271.59	(535.03)	506.24	8.90
Profit/(Loss) Before Tax	2,952.17	2,843.64	3,161.85	2,393.12
Tax Expense/Credit	(148.13)	(614.55)	267.36	(314.53)
Profit/(Loss) for the year	2,804.04	2,229.09	3,429.21	2,078.59
Total Comprehensive Income for the year	2,548.43	2783.62	3,216.52	2,152.20
Basic EPS (in '')	18.72	15.16	23.11	14.03
Diluted EPS (in '')	18.61	15.04	22.97	13.93

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 '' 4 per equity share of ''10 each aggregating to '' 593.91 million to equity shareholders during FY24, declared by the Board on February 2, 2024. The Board has recommended a final dividend of '' 6 per equity share of '' 10 each on May 9, 2024. The final dividend on equity shares, if approved by the shareholders, would result in a cash outflow of '' 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 '' 2,000 million to '' 3,938.5 million, on implementation of the Scheme.

Further, the paid-up share capital of the Company has also been increased from '' 1,482.29 million to '' 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 '' 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 '' 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 '' 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/Policv-for-Material-Subsidiarv.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 Infotech 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 ''6.05 crores. Consequently, the Company holds 96.97% equity shares in Vedang.

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

11. Directors and Key Managerial Personnel (KMPs):

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''.

15. Auditors & Auditors'' Report:

a) Statutory Auditors-

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 selfexplanatory. 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.

b) Secretarial Auditors-

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''.

c) Internal Auditors-

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.

18. Related Party Transactions:

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 ''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

19. Nomination and Remuneration Committee and Company’s Policy on Nomination, Remuneration, Board Diversity, Evaluation and Succession: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, knowledge and 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. auesscorp.com/investor/dist/images/pdf/Governance/ Policv-on-Board-Diversitv.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 '' 10.20 Million or more per annum and employees employed part-time and in receipt of remuneration of '' 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.

24. Vigil Mechanism/ Whistle Blower Policy:

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 nonworking 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: '' 384.80 million

• Earnings in foreign currency: '' 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 '' 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:

Instrument	Rating Action
Long-term - Fund-based	[ICRA]AA (Stable);
Limits	reaffirmed
Short-term - Non-fund Based Limits	[ICRA]A1 ; reaffirmed
Short-term -Interchangeable Limits	[ICRA]A1 ; reaffirmed
Commercial Paper (CP)	[ICRA]A1 ; reaffirmed and assigned to enhanced limit

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.

Your Company has adopted a policy on prevention, 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 CyberSecurity.

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/sustainabiLitv/

• 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.

38. Acknowledgements:

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.

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Mar 31, 2023

Your Board takes pleasure in presenting the Sixteenth Annual Report of Quess Corp Limited ("the Company" or "Quess") (CIN: L74140KA2007PLC043909) along with the audited financial statements (Standalone and Consolidated) for the financial year ended 31 March, 2023 . The consolidated entity has been referred to as "Quess Group" or "the Group" in this report.

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"), this report covers the financial results and significant developments during the financial year from 1 April, 2022 to 31 March, 2023 ("the year under review" or "the year" or "FY23'' ), in respect of Quess and its subsidiaries.

1. Financial Summary : Standalone and Consolidated

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

		('' in millions, except per equity share data)
Particulars	Consolidated		Standalone
	FY23	FY22	FY23	FY22
Revenue from operations	171,583.87	136,917.78	121,963.45	97,584.98
Other Income	263.35	198.01	707.62	1,315.70
Total Income	171,847.22	137,115.79	122,671.07	98,900.68
Cost of material and stores and spare parts consumed	4,794.39	2,787.25	1,773.52	1,110.39
Employee benefit expenses	146,595.61	116,869.92	109,156.31	87,045.27
Other expenses	14,337.25	11,025.76	9,094.63	7,558.23
Finance Costs	1,066.08	792.15	574.89	476.99
Depreciation and Amortization Expenses	2,746.12	2,120.47	651.10	481.04
Total Expenses	169,539.45	133,595.55	121,250.45	96,671.92
Share of Profits/(loss) in Associates	0.84	(16.87)	0.00	0.00
Profit/(loss) before exceptional items and tax	2,308.61	3,503.37	1,420.62	2,228.76
Exceptional items	(535.03)	(72.24)	83.04	422.52
Profit/(Loss) Before Tax	2,843.64	3,575.61	1,337.58	1,806.24
Tax Expense	(614.55)	(1,065.84)	(35.92)	(357.96)
Profit/(Loss) for the year	2,229.09	2,509.77	1,301.66	1,448.28
Total Comprehensive Income for the year	2,783.63	2,526.03	1,352.20	1,369.86
Basic EPS (in '')	15.16	16.32	8.79	9.80
Diluted EPS (in '')	15.04	16.18	8.72	9.71
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:

The Company has not transferred any amount to the general 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 (“IEPF Rules"), 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 (“IEPF")

During the year, there were no unclaimed dividend and corresponding shares which were due to be transferred by the Company.

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 free cash flow to shareholders and based on the Company''s performance, your Company paid the following dividend to equity shareholders during FY23:

• Interim dividend of '' 4 per equity share of '' 10 each aggregating to '' 591.96 million declared by the Board on 31 May 2022; and

• Interim dividend of '' 8 per equity share of '' 10 each aggregating to '' 1185.19 million declared by the Board on 9 November, 2022.

5. Share Capital:

During the year under review, there has been no change in the authorised share capital of the Company. However, the paid-up share capital of the Company has been increased from '' 1,479.91 million to '' 1,482.29 million due to the following:

Allotment of shares against exercise of options granted/ vested under the following share-based benefit schemes:

a. Quess Corp Limited Employee Stock Option Scheme 2009 (“ESOP 2009”)

The Nomination and Remuneration Committee (“NRC”) vide resolutions dated 15 June, 2022 and 23 September, 2022 allotted 18,090 and 9,045 equity shares respectively of '' 10 each to the eligible exemployee of the Company who exercised options under ESOP 2009.

b. Quess Employee Stock Option Scheme 2015 (“ESOP 2015”)

NRC vide resolution dated 12 December, 2022 allotted 13,422 equity shares of '' 10 each to the eligible employees & ex-employees of the Company who exercised their options under ESOP 2015.

c. Quess Stock Ownership Plan-2020 (“QSOP 2020”)

NRC vide resolutions dated 15 June, 2022; 23 September, 2022; 12 December, 2022 and 20 March, 2023 allotted 71,087; 59,951; 33,232 and 34,104 equity shares respectively of '' 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 31 March, 2023, the outstanding balance of CPs is '' 500 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/Policv-for-Material-Subsidiary.pdf

In terms of the above policy, Conneqt Business Solutions Limited continues to be a material subsidiary of the Company within the meaning of Regulation 16(c) of the Listing Regulations, for which a Secretarial Audit has been conducted pursuant to Regulation 24A of the Listing Regulations. Further, Quesscorp Holdings Pte Ltd, Singapore is also a material subsidiary.

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

As of 31 March, 2023, there are 34 Subsidiary Companies comprising 14 Indian Companies and 20 Foreign Companies. Out of 14 Indian Companies, 10 Companies are wholly- owned subsidiaries, 3 Companies are subsidiaries and 1 Company is a step-down subsidiary. Out of 20 Foreign Companies, 5 Companies are wholly-owned subsidiaries and 15 are step-down subsidiaries. Further, there are 1 Indian and 3 Foreign Associate Companies.

Details pertaining to entities that became and ceased to be subsidiaries/joint ventures/associates of the Company during the year under review are also provided in the notes to the Consolidated Financial Statements, forming part of this Report.

8. Significant Developments in FY23:

a) Merger under Section 230 and 232 of the Act ''Inprocess'':

The Company at its meeting held on 3 June, 2021 and 7 July, 2021, had obtained approval from the Board for the proposed merger of Greenpiece Landscapes

India Private Limited, MFX Infotech Private Limited and Conneqt Business Solutions Limited (collectively referred to as "Wholly-Owned Subsidiaries") with Quess Corp Limited under Section 230 & 232 of the Companies Act, 2013 and rules made thereunder, the Company has filed an application before the Hon''ble National Company Law Tribunal ("NCLT"),Bengaluru Bench on 21 January, 2022.

On 30 November, 2022, in the first motion application filed before Hon''ble NCLT, necessary directions were issued in which the meeting of the Equity Shareholders, Secured & Unsecured Creditors were dispensed with.

The Company had filed a second motion petition before Hon''ble NCLT on 9 January, 2023 which is pending for disposal.

Withdrawal of the Scheme of Arrangement between the Company and Allsec Technologies Limited:

During the year under review, after considering the recommendations and report of the Audit Committee and the Committee of Independent Directors, the Board of Directors of Quess Corp Limited and Allsec Technologies Limited, at their meeting held on 22 June, 2022 had approved the Scheme of Amalgamation of Allsec Technologies Limited ("Transferor Company") with Quess Corp Limited ("Transferee Company" or "the Company") and their respective shareholders and creditors (hereinafter referred to as the "Scheme"), subject to necessary approvals of Hon''ble NCLT and relevant regulatory authorities.

In view of the changed market scenario, the Board of both Companies considered and approved the proposal of withdrawal of the Scheme under Clause 21.2 of the Scheme at their meeting held on 23 December, 2022.

b) Acquisitions / Investments / Disinvestment during the year:

Quess''s strategy supports value creation for its clients and growth for the organisation through multiple ideologies and keeping the stakeholders'' priorities in mind. Your Company focuses its efforts and investments through organic and inorganic modes on maximum results, going deeper in areas that it believes it has the strength and defocusing on others, and scaling up to secure leadership positions.

On 21 October, 2022, the Company sold its 53% stake in Simpliance Technologies Private Limited (Simpliance), digital compliance platform for labour laws at an aggregate sale consideration of '' 645 million.

9. Particulars of Loans, Guarantees or Investments:

Details of loans, corporate guarantees and investments covered under Section 186 of the Act forms part of the notes to the Financial Statements provided in this Report.

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.

11. Directors and Key Managerial Personnel (KMPs):

(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. Chandran Ratnaswami (DIN: 00109215), 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-

During the year, Mr. Kamal Pal Hoda was appointed as Group Chief Financial Officer of the Company with effect from 10 January, 2023 in place of Mr. N. Ravi Vishwanath ("Mr. Ravi") who superannuated from the services of the Company

The Board places on record its appreciation for Mr. Ravi''s valuable contribution and guidance during his tenure as Group Chief Financial Officer of the Company.

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 31 March, 2023.

During the year under review, there has been no change in the Directors 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) 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 accounts for the year ended 31 March 2023, the applicable accounting standards have been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31 March, 2023 and of the profit of the Company for the year under review;

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, Annual Performance Evaluation was conducted for each Board Members 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 FY23.

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

In a separate meeting of 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 were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board also assessed the fulfillment of the independence criteria as specified in 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 to understand the business of the Company, its stakeholders, leadership team, senior management, operations, policies and industry perspective and issues.

In addition to regular updates/familiarization on the regulatory changes, as applicable to the Company, a specific familiarization programme for all the Independent Directors was held on 23 January, 2023.

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 Companies Act, 2013 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 describing the initiatives taken by the Company from environmental, social and governance perspectives forms a part of this Report as ‘Annexure - A’.

15. Audit & Auditors:

(a) Statutory Auditors -

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder the members had at the 11^th AGM held on 26 July, 2018 appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366 W/W - 100018) as Statutory Auditors of the Company for a term of 5 (five) consecutive years. Accordingly, the first term of Statutory Auditors expires on the conclusion of the 16^th AGM.

The Board has duly examined the Statutory Auditors'' Report to the financial statements, which is selfexplanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements section of the Annual Report. Accordingly, the Auditor''s report for FY23 does not contain any qualification, reservation or adverse remark for the year under review.

The 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.

(b) Secretarial Auditors -

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board, at its meeting held on 11 August, 2022 had approved the 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 FY23. The Company had also received written consent from Mr. S. N. Mishra to act as such.

The Secretarial Audit Report for FY23 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 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.

Further, as per the amended Regulation 24A of the Listing Regulations, the Secretarial Audit Report of Conneqt Business Solutions Limited, material wholly-owned subsidiary of the Company, issued by Mr. CS P V S Ramanjaneyulu (C.P No 22999) is annexed as ‘Annexure - C'' and the Secretarial Compliance Report of the Company for the financial year ended 31 March, 2023 is annexed as ‘Annexure - D''

(c) Internal Auditors -

The Board, on the recommendation of the Audit Committee, at its meeting held on 26 May, 2022 had approved the appointment of M/s. Ernst & Young LLP as the Internal Auditors of the Company for FY23 to conduct the audit on the basis of a detailed internal audit plan which is finalised in consultation with the Audit Committee. Internal Auditors submit its 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 adopted an integrated ERM Framework that is implemented across the organisation by the Risk Management Team of the Company. Our ERM Framework is tailored to suit our unique and diverse business requirements based on the best practices and principles of COSO and ISO 31000. Our framework provides for systematic & proactive identification of risks, by effectively engaging with Business Leaders, Functional Heads & Process Owners. Through risk identification and the mitigation thereof, it enables our organisation to boost performance effectively and provides for timely decision-making. Further, our ERM framework provides for the identification of strategic, operational, financial, compliance and sustainability risks. All of these categories have internal and external dimensions taken into consideration while identifying risks.

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:

Internal Financial Controls are an integrated part of the risk management process which in turn is a part of Corporate Governance addressing financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company has established a strong framework for internal financial controls.

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 FY23 and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.

18. Related Party Transactions:

All Related Party Transactions entered during FY23 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 '' 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 - E'' 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

19. Nomination and Remuneration Committee and Company’s Policy on Nomination, Remuneration, Board Diversity, Evaluation and Succession:(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, knowledge and 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. auesscorp.com/investor/dist/images/pdf/Governance/ Policv-on-Board-Diversitv.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'' Amended Stock Option Scheme, 2009;

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

3) 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 members 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 - F’ 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 '' 10.20 Million or more per annum and employees employed part-time and in receipt of remuneration of '' 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, 21 days before and up to the date of the ensuing AGM during the business hours on working days.

23. Corporate Governance:

Your Company endeavors to adopt the best prevalent and benchmarking Corporate Governance practices which are implemented by us in true letter and spirit and a reflection of our value system including our culture, policies, and relationships with our stakeholders. Integrity and transparency are the major keys to our corporate governance practices to ensure that we concur and continue the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably continuously. At Quess, the Board of Directors exercise their fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

A detailed report on Corporate Governance, pursuant to Regulation 34 of the Listing Regulations, forms an integral part of this Report. A certificate from Mr. S. N. Mishra, Practicing Company Secretary, Bengaluru, confirming compliance to conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

24. Vigil Mechanism/ Whistle Blower Policy:

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

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

The Company being in the service industry requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

The Company is a pioneer in workforce management, technology and has used information technology extensively in its operations. The Company has an in house information technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.

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

• Expenditure in foreign currency:'' 13.56 million

• Earnings in foreign currency: '' 161.99 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 Care Works Foundation (CWF), a non-profit initiative established in January 2014. The Company has filed Form CSR-2 for the financial year 2021-22 and will be filing the aforesaid form for FY23 along with Form AOC-1, as prescribed under the provisions of the law.

The consolidated contribution of the Company towards various CSR activities during the financial year 2022-23 is '' 31 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 26 May, 2022 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 - G'' to the Board''s Report.

27. Deposits:

During the year under review, the Company has neither invited nor accepted deposits from the public/members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.

28. Details of significant and material orders passed by the Regulators/Courts/Tribunals:

There was no instance of any significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status and Company''s operations in the future.

29. Debentures:

As on 31 March, 2023, 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.

As on 30 August, 2022, ICRA has re-affirmed the credit ratings [ICRA] A1 .

31. Meetings of the Board:

The Board met seven (7) 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 31 March, 2023 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 provide a safe and conducive work environment to its employees and has zero tolerance for any actions which may fall under the ambit of sexual harassment at the workplace.

Your Company has adopted a policy on prevention, 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. The Policy aims to promote a healthy work environment and provide protection to its employees at workplace and redress complaints of sexual harassment and related matters thereto. 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 was 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 FY23 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:

There have been no material changes and commitment affecting the financial position of the Company, which occurred between the end of the financial year of the Company and the date of this report.

36. Cyber-security:

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

As our business grows increasingly on digital platforms, we are cognizant of our responsibility in handling information entrusted to us by our employees, associates, clients and vendors. To enable remote working, we have hosted information on a secure cloud environment that is continuously monitored for threats.

We periodically carry out Vulnerability Assessment and Penetration Testing (VAPT) to systematically review security weaknesses, and run a 24x7 Security Information and Event Management (SIEM) for real-time analysis of security alerts.

Our Cyber Security Council chaired by the Chief Technology Officer and respective business IT Heads meets fortnightly, with specific focus on cyber security and data protection risks. The Committee tracks emerging practices and technologies, to provide solutions for enhancing IT systems and infrastructure. Through initiatives such as VAPT, SIEM, DLP, MDM, etc. we have strengthened our security posture considerably.

37. Statement of deviation(s) or variation(s):

The Company raised capital from Amazon.com NV Investment Holdings LLC, a category III Foreign Portfolio Investor amounting to '' 50,99,99,412 through the preferential issue on October 25, 2019 for business purpose of Qdigi Services Limited, wholly-owned subsidiary of the Company. The Company has been filing the statement of deviation or variation every quarter pursuant to Regulation 32 (3) of the SEBI (LODR) Regulation, 2015. There is no deviation in the usage of the funds.

38. Other Disclosures:

• The Company''s ESG Report for the financial year ended 31 March, 2023 prepared in accordance with GRI Standards will be available at our Company''s website, at https://www. quesscorp.com/sustainability/

• Pursuant to the provisions of Section 118 of the Act, the Company has devised proper systems to ensure compliance with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and notified by the Ministry of Corporate Affairs ("MCA") and that such systems are adequate and operating effectively.

• There is no proceeding pending under Insolvency and Bankruptcy Code, 2016.

39. Acknowledgements:

We would like to place on record by gratitude and appreciation to all our stakeholders, including the Central and various State Government / Authorities, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local

Communities, Customers, Vendors, Business Partners, Shareholders and Investors forming part of the Quess family for their continued support during the year. Your continued trust and vote of confidence hold us high and motivates us to pursue better opportunities, responsible growth and enhanced delivery of our strategy. Primarily, we would like to take this opportunity to regard our employees who have been working with high enthusiasm, energy and zeal and who help us progress along our mission and vision.

At Quess, we are striving to make the customers'' life easy by increasing our attention on value-creating growth, investing in digitalization, bolstering our sustainability commitments and optimizing our operations. So, as we grow from strength to strength, we request your extended support.

40. Cautionary Statement:

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company''s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forwardlooking statements. Some important factors that could influence the Company''s operations include global and domestic economic developments, competitor''s behaviour, changes in Government Regulations, tax laws and litigation.

For and on behalf of the Board of Directors of Quess Corp Limited

Sd/-Ajit Isaac

Place: Bengaluru Chairman

Date: 17 May 2023 DIN: 00087168

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Mar 31, 2022

Your Board of Directors ("Board") with immense pleasure present their 15^th Annual Report of Quess Corp Limited ("the Company” or "Quess") for the financial year ("FY”) ended 31 March 2022 ("the year under review” or "the year” or "FY22”).

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”), this report covers the financial results and other developments during the financial year from 1 April 2021 to 31 March 2022 in respect of Quess Standalone and Consolidated comprising Quess, its subsidiaries and associate companies. The consolidated entity has been referred to as "Quess Group" or "the Group" in this report.

1. Financial Results - An Overview:

In compliance with the provisions of the Act and the Listing Regulations, the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards ("Ind AS") for FY22. The standalone and consolidated financial highlights of the Company''s operations are as follows:

Particulars	('' in millions, except per equity share data)
	Consolidated		Standalone
	FY22	FY21	FY22	FY21
Revenue	136,917.78	108,368.95	97,584.98	74,834.05
Other Income	198.01	450.90	1,315.70	303.79
Total Income	137,115.79	108,819.85	98,900.68	75,137.84
Cost of material and stores and spare parts consumed	2,787.25	2,007.49	1,110.39	712.91
Employee benefit expenses	116,869.92	92,968.43	87,045.27	68,187.62
Other expenses	11,025.76	8,811.93	7,558.23	5,261.92
Finance Costs	792.15	1,112.93	476.99	634.63
Depreciation and Amortization Expense	2,120.47	2,285.28	481.04	525.09
Total Expenses	133,595.55	107,186.06	96,671.92	75,322.17
Share of Profits/(loss) in Associates	(16.87)	(114.27)	0.00	0.00
Profit/(loss) before exceptional items and tax	3,503.37	1,519.52	2,228.76	(184.33)
Exceptional items	(72.24)	(326.89)	422.52	112.70
Profit/(Loss) Before Tax	3,575.61	1,846.41	1,806.24	(297.03)
Tax Expense	(1,065.84)	(1,109.52)	(357.96)	(701.49)
Profit/(Loss) for the year	2,509.77	736.89	1,448.28	(998.52)
Total Comprehensive Income for the year	2,526.03	721.13	1,369.86	(1,059.60)
Basic EPS (in '')	16.32	3.92	9.80	(6.76)
Diluted EPS (in '')	16.18	3.87	9.71	(6.76)

A detailed performance analysis on various segments, business and operations are provided in the Management Discussion and Analysis which is annexed to this report.

2. Reserves:

The Company has not transferred any amount to the general reserves during the year under review.

3. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Act are not applicable to the Company as of 31 March 2022.

4. Dividend:

The Board of Directors of your Company at their meeting held on 5 May 2021 and 13 November 2021 declared an interim dividend of '' 7/- and '' 4/- per equity share having face value of '' 10/- each for the financial year 2020-21 and the financial year 2021-22 aggregating to '' 1,033.75 million and '' 591.14 million respectively, in due compliance with the applicable laws.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy.

5. Dividend Distribution Policy:

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company has formulated a Dividend Distribution Policy. The policy is available on the Company''s website which can be accessed using the following link https://www.quesscorp.com/investor/dist/ images/pdf/Policies/Dividend Distribution Policy.pdf

6. Share Capital:

During the year under review, there has been no change in the Authorised Share Capital of the Company. However, the paid-up share capital of the Company has been increased from '' 1,476.79 million to '' 1,479.91 million.

The paid-up share capital of the Company has increased due to the following events/transactions -

a) Quess Employee Stock Option Scheme 2015 (“ESOP 2015”)

The Nomination and Remuneration Committee ("NRC") vide circular resolution dated 6 July 2021 and 9 March 2022 allotted 4,976 and 21,960 equity shares respectively of '' 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 circular resolution dated 6 July 2021, 29 September 2021, 7 December 2021 and 9 March 2022 allotted 70,452, 30,801, 98,437

and 85,067 equity shares respectively of '' 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.

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 relevant documents and separately audited financial statements of the subsidiaries, are available on the Company''s official website https://www. quesscorp.com/financial-information/

The Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link - https://www.quesscorp.com/investor/dist/images/pdf/ Governance/Policv-for-Material-Subsidiarv.pdf. In terms of this policy, Conneqt Business Solutions Limited continues to be a material subsidiary of the Company within the meaning of Regulation 16(c) of the Listing Regulations, for which a Secretarial Audit has been conducted pursuant to Regulation 24A of the Listing Regulations. There has been no material change in the nature of the business of the subsidiaries.

As on 31 March 2022, there are total 33 Subsidiary Companies comprising 14 Indian Companies and 19 Foreign Companies. Out of 14 Indian Companies, 9 Companies are wholly-owned subsidiaries, 4 Companies are subsidiaries and 1 Company is a step-down subsidiary. Out of 19 Foreign Companies, 5 Companies are wholly-owned subsidiaries and 14 Companies are step-down subsidiaries. Further, there are 2 Indian and 3 Foreign Associate Companies.

8. Significant Developments in FY 22:

Merger under Section 230 and 232 of the Act ‘Inprocess'':

• The Company at its meeting held on 3 June 2021 and 7 July 2021, had obtained the approval from the Board for the proposed merger of Greenpiece Landscapes India Private Limited, MFX Infotech Private Limited and Conneqt Business Solutions Limited (collectively referred to as "Wholly-Owned Subsidiaries") with Quess Corp Limited under Section 230 & 232 of the Companies Act, 2013 and rules made thereunder through the National Company Law Tribunal ("NCLT") route. The Company has filed an application (CA (CAA) No.22/BB/2022) before the Hon''ble NCLT Bengaluru Bench on 21 January 2022. The matter has been listed for hearing before the NCLT.

Acquisitions / Investments / Disinvestment during the year:

• The Company has invested '' 80,000,000 in Stellarslog Technovation Pvt. Ltd. ("TaskMo"), a gig economy startup, over multiple tranches during the year, thereby increasing its stake from 16.12% to 49%, making it an associate of the Company.

Further, the Board at its meeting held on 30 March 2022 approved additional investment in TaskMo for an amount not exceeding '' 38,400,000 which was subsequently completed in April 2022, thereby increasing the stake of the Company from 49% to 53.91% in TaskMo.

• The Board at its meeting held on 22 December 2021 approved the subscription to 7,216 equity shares of Monster.com (India) Private Limited which was issued on a rights basis for a consideration aggregating to '' 574,220,416.

• The Board at its meeting held on 10 February 2022 approved an additional investment for an amount not exceeding '' 100,000,656 by way of primary investment and '' 30,000,000 by conversion of existing loans and advances (including interest thereon) into equity shares in Heptagon Technologies Private Limited ("Heptagon"), thereby increasing the equity stake by 11.67% in Heptagon. With this, the Company''s stake in Heptagon increased from 49% to 60.67% thereby making Heptagon, a subsidiary of the Company w.e.f 10 February 2022.

• The Board of Directors at its meeting held on 30 March 2022 approved additional investment in Billion Careers Private Limited ("BCPL"), wholly-owned subsidiary for an amount not exceeding '' 60,000,000 in the form of equity on a rights basis at face value in BCPL. Further, at the same meeting it approved the slump sale of business undertaking consisting of ''Qjobs'', ''WorQ'' and ''Dash'', blue-collar platform of ''Quess Corp Limited'' to, BCPL, on the terms and conditions contained in the Business Transfer Agreement.

9. Particulars of Loans, Guarantees or Investments:

Details of loans, corporate guarantees and investments covered under Section 186 of the Act form part of the notes to the Financial Statements provided in this Annual Report.

10. Management Discussion & Analysis:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, forming an integral part of the Annual Report.

11. Directors and Key Managerial Personnel (KMPs):

(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. Ajit Isaac (DIN: 00087168), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the AGM Notice.

(b) Appointment and Resignation of Directors and KMPs -

Appointments:

The Board, on the recommendation of the Nomination and Remuneration Committee ("NRC"), approved the appointment of Mr. Guruprasad Srinivasan (DIN: 07596207), as an Additional Director in the capacity of Executive Director for a period of 3 years and Group CEO of the Company with effect from February 10, 2022, with the approval of the shareholders accorded through postal ballot on 30 March 2022.

The Board, on the recommendation of NRC, at its meeting held on 10 February 2022 approved the redesignation of Mr. Ajit Isaac (DIN: 00087168), from "Executive Chairman" to "Chairman and Non-Executive Director" with effect from April 1, 2022.

The Board approved the appointment of Mr. N. Ravi Vishwanath as Group Chief Financial Officer of the Company with effect from 1 April 2021.

Resignations:

The Board, noted the resignation of Mr. K. Suraj Moraje (DIN: 08594844) from the position of Managing Director and Group CEO of the Company with effect from February 10, 2022.

(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 along with rules framed thereunder 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 is disqualified from being appointed as Directors as specified in 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) 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 accounts for the year ended 31 March 2022, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2022 and of the profit of the Company for the year under review;

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:

The Board of Directors and the 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 on 1 June 2021. The performance as a whole was evaluated by the Board after seeking input from all the Directors based on the criteria such as the Board composition and structure, meetings and procedures, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 January 2017.

NRC reviewed the performance of Individual Directors based on criteria such as the contribution of the individual director to the Board and Committee meetings, in terms of preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board Meeting followed by the meeting of the Independent Directors and meeting of NRC, the performance of the

Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Statutory Auditors and Internal Auditors of the Company make presentations to the Board of Directors on Financial Statements and Internal Controls and also on regulatory changes from time to time.

The familiarization programme aims to provide insight to the Independent Directors to understand the business of the Company, its stakeholders, leadership team, senior management, operations, policies and industry perspective and issues. The Independent Directors are made aware of their roles, rights and responsibilities at the time of their appointment/re-appointment through a formal letter of appointment. A familiarization programme for all the Independent Directors was held on 20 January 2022. Further, the Directors were also familiarized with the different business functions of the Company at the Quess Annual meet held in the month of March 2022.

A note on the Familiarisation 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 Companies Act, 2013 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 Report:

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspectives forms a part of the Annual Report as ‘Annexure - A’.

15. Audit & Auditors:

(a) Statutory Auditors -

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366 W/W - 100018) were appointed as Statutory Auditors of the Company at the 11^th AGM held on 26 July 2018 to hold office from the conclusion of the 11^th AGM till the conclusion of the 16^th AGM.

The Board has duly examined the Statutory Auditors'' Report to the financial statements, which is selfexplanatory. Clarifications, wherever necessary, have been included in the notes to the financial statements section of the Annual Report. The Auditor''s report for FY22 does not contain any qualification, reservation or adverse remark for the year under review. The Auditors

Report is enclosed with the financial statements in this Annual 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.

(b) Secretarial Auditors -

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board, at its meeting held on 3 June 2021 had approved the 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 the FY22. The Company had also received written consent from Mr. S. N. Mishra to act as such.

The Secretarial Audit Report for FY22 is annexed as ‘Annexure - B'' and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark for the year under review. 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.

Further, as per the amended Regulation 24A vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Secretarial Audit Report of Conneqt Business Solutions Limited, wholly-owned subsidiary of the Company, being a material issued by Mr. CS P V S Ramanjaneyulu (C.P No 22999) is annexed as ‘Annexure - C''

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial year ended 31 March 2022 is annexed as ‘Annexure - D''

(c) Internal Auditors -

The Board, on the recommendation of the Audit Committee, in its meeting held on 3 June 2021 had approved the appointment of M/s. Ernst & Young LLP as the Internal Auditors of the Company for FY22 to conduct the audit on basis of a detailed internal audit plan which is reviewed each year in consultation with the Internal Audit Team and the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

(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 made and maintained.

16. Risk Management:

The Board of the Company has adopted the Risk Management Policy in order to assess, monitor and manage risk throughout the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of the Risk Management Policy have been covered in the Management Discussion and Analysis, which forms part of this report. Risk is an integral part of the Company''s business and sound risk management is critical to the success of the organization. The Risk Management policy, as approved by the Board, is displayed on the official website of the Company and can be accessed using the link - https://www.quesscorp.com/investor/dist/images/pdf/ Policies/Risk-Management-Policy.pdf

17. Internal Financial Control Systems and their Adequacy:

Internal Financial Controls are an integrated part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company has established a strong framework for internal financial controls. 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 FY22 and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.

18. Related Party Transactions:

All Related Party Transactions entered during the FY22 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 from the Audit Committee is obtained for transactions that are repetitive in nature. 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 Exchanges(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 pursuant to Section

134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure - E'' in Form AOC-2 and the same forms 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

19. Nomination and Remuneration Committee and Company''s Policy on Nomination, Remuneration, Board Diversity, Evaluation and Succession:

(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 can be accessed at the web link -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 to help us retain our competitive strength. The Company has evaluated the policy with the purpose to ensure 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 the 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

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 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'' Amended Stock Option Scheme, 2009;

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

(3) Quess Stock Ownership Plan-2020.

(1) Quess Corp Limited Employee Stock Option Scheme 2009 ("ESOP 2009”) -

During the year under review, no options were exercised by any eligible or ex-employees under this Scheme.

(2) Quess Employee Stock Option Scheme 2015 ("ESOP 2015”)-

During the year under review, total 26,936 options were exercised by the eligible employees and ex-employees. As on 31 March 2022, a balance of 41,263 options are outstanding which constitutes 0.03% of the issued equity share capital of the Company.

(3) Quess Stock Ownership Plan-2020 ("QSOP 2020”)-

During the year under review, total 2,84,757 options were exercised by the eligible employees. As on 31 March 2022, a balance of 49,292 options are outstanding which constitutes 0.03% of the issued equity share capital of the Company.

A detailed disclosure with respect to stock options, as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI Circular dated 16 June 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), have 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 members 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 - F'' 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 '' 10.20 million or more per annum and employees employed part-time and in receipt of remuneration of '' 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 who are 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, 21 days before and up to the date of the ensuing AGM during the business hours on working days.

23. Corporate Governance:

Your Company endeavours to adopt the best prevalent Corporate Governance practices. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms an integral part of the Annual Report. A certificate from Mr. S. N. Mishra, Practicing Company Secretary, Bengaluru, confirming compliance to conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report. A statement containing additional information as required under Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.

24. Vigil Mechanism/ Whistle Blower Policy:

In compliance with Section 177(9) of the Act and Regulation 22 of the 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 is a 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

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo under Section 134(3)(m) of the Act:

The provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption do not apply to the Company. The Company is a pioneer in workforce management, technologies and has used information technology extensively in its operations.

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

• Expenditure in foreign currency : '' 26.30 million

• Earnings in foreign currency : '' 395.45 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 Careworks Foundation (CWF), a non-profit initiative established in January 2014. The Company has filed Form CSR-2 for the financial year 2020-21 and will be filing the aforesaid form for the financial year 2021-22 along with Form AOC-1, as prescribed under the provisions of the law.

The consolidated contribution of the Company towards various CSR activities during the financial year 2021-22 is '' 10.32 million. CSR spending is guided by the vision of creating long-term benefits for Society. As of March 31, 2022, '' 22.88 million Unspent Amount was transferred to a separate bank account opened with a scheduled bank, which will be used over a three-year period on ongoing projects as defined in the Company''s CSR annual action plan and policy.

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, 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 - G'' to the Board''s Report.

27. Secretarial Standards:

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and notified by the Ministry of Corporate Affairs ("MCA").

28. Deposits:

During the year under review, the Company has neither invited nor accepted deposits from the pubtic/members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

29. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company operations in the future:

There were no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status of the Company''s operation in the future.

30. Debentures:

As on 31 March 2022, the Company does not have any debentures.

31. Credit Rating:

In order to comply with Baset-II guidelines, the Company has received credit ratings from ICRA Limited concerning the Company''s long-term and short-term fund-based limits. As on 17 February 2022, ICRA has re-affirmed the credit ratings. Hence, there is no change in the credit rating during the year under review. The credit rating is [ICRA] A1 .

32. Number of Meetings of the Board:

The Board met eight (8) times during the year under review. The details of the meeting are provided in the Corporate Governance Report that forms part of this Annual Report.

33. Extract of Annual Return:

In terms of Section 92(3) read with Section 134(3)(a) of the Act and Rute 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2022 is available on the Company''s website at https:// www.auesscorp.com/investor-other-information/.

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

The Company is committed to provide a safe and conducive work environment to its employees and has zero tolerance for any actions which may fatt under the ambit of sexual harassment at the workplace. The Company has adopted a poticy on prevention, prohibition and redressat of sexuat harassment at the workplace in tine with the provisions of the Sexuat Harassment of Women at Workptace (Prevention, Prohibition and Redressat) Act, 2013 and the Rutes thereunder. The Poticy aims to promote a heatthy work environment and provide protection to emptoyees at the workptace and redress comptaints of sexuat harassment and retated matters thereto. An Internat Comptaints Committee, known as the Prevention of Sexuat Harassment (POSH) Committee, has been constituted to enquire into comptaints, and to recommend appropriate action, wherever required in comptiance with the provisions of the Act. Detaits of comptaints pertaining to sexuat

harassment that was fited, disposed off and pending during the financiat year are provided in the Report on Corporate Governance, which forms part of this Report.

35. Code of Conduct:

The Company has taid down a Code of Conduct for the Directors as wett as for att senior management of the Company. As prescribed under Regutation 17 of the Listing Regutations, a dectaration signed by the Executive Director and Group CEO affirming comptiance with the Code of Conduct by the Directors and senior management personnet of the Company for the FY22 forms part of the Corporate Governance Report.

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

There have been no materiat changes and commitments, which affect the financiat position of the Company, that have occurred between the end of the financiat year to which the financiat statements retate and the date of this report.

37. Cyber-security:

The Company is committed to providing a secure IT environment across the various systems and infrastructure, by estabtishing best practices and standards for Cyber Security.

As our business grows increasingty on digitat ptatforms, we are cognizant of our responsibitity in handting information entrusted to us by our emptoyees, associates, ctients and vendors. To enabte remote working, we have hosted information on a secure ctoud environment that is continuousty monitored for threats.

We periodicatty carry out Vutnerabitity Assessment and Penetration Testing (VAPT) to systematicatty review security weaknesses, and run a 24x7 Security Information and Event Management (SIEM) for reat-time anatysis of security aterts.

Our Cyber Security Councit chaired by the Chief Technotogy Officer and respective business IT Heads meets fortnightty, with specific focus on cyber security and data protection risks. The Committee tracks emerging practices and technotogies, to provide sotutions for enhancing IT systems and infrastructure. Through initiatives such as VAPT, SIEM, DLP, MDM, etc. we have strengthened our security posture considerabty.

38. Statement of deviation(s) or variation(s)

The Company raised capitat from Amazon.com NV Investment Hotdings LLC, a category III Foreign Portfotio Investor amounting to '' 50,99,99,412 through the preferentiat issue on October 25, 2019 for the business purposes of Qdigi Services Limited, a subsidiary of the Company. The Company has been fiting every quarter the statement of deviation or variation pursuant to Regutation 32 (3) of the SEBI (LODR) Regutation, 2015. There is no deviation in the usage of the funds.

39. Update on the Income Tax Survey

The Income Tax Department ("Department") conducted survey operations at the Company''s registered office from 08 July 2021 to 10 July 2021. The queries raised during the survey for financial year (FY) 2016-17 to FY 2019-20 were primarily related to the manner of availing deduction under section 80JJAA of the Income Tax Act ("Act") and the claim of tax depreciation on goodwill arising from acquisition/ mergers. A special audit under section 142(2A) of the Act was initiated by the Income Tax Department for FY 2017-18. During the quarter ended 31 March 2022, special audit was completed; and report was submitted to the Income Tax Department. A detailed note has been provided under the Notes to the Accounts.

40. Alteration of Articles of Association

The Board of Directors at its meeting held on 10 February 2022 approved the alteration of few clauses of the Articles of Association of the Company which was subsequently approved by the shareholder through postal ballot on 30 March 2022. The copy of the amended Articles of Association is uploaded on the official website of the Company.

41. Acknowledgements:

Your Directors place on record their gratitude to the Central Government, various State Governments and Company''s Bankers and advisors for the valuable advice, guidance, assistance, cooperation, and encouragement

they have extended to the Company from time to time. The Directors also take this opportunity to thank the Company''s customers, suppliers, partners, investors and all other Stakeholders, Regulators and Stock Exchange(s) for their consistent support to the Company.

42. Cautionary Statement:

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company''s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forwardlooking statements. Some important factors that could influence the Company''s operations include global and domestic economic developments, competitor''s behaviour, changes in Government Regulations, tax laws and litigation.

For and on behalf of the Board of Directors of Quess Corp Limited

Sd/-Ajit Isaac

Place: Bengaluru Chairman

Date: 26 May 2022 DIN: 00087168

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Mar 31, 2021

Your Board of Directors ("Board"! with immense pleasure present their 14^th Annual Report of Quess Corp Limited ("the Company” or "Quess"! for the financial year ("FY”) ended 31 March 2021 ("the year under review” or "the year” or "FY21”).

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”), this report covers the financial results and other developments during the financial year from 1 April 2020 to 31 March 2021 in respect of Quess Standalone and Consolidated comprising Quess, its subsidiaries and associate Companies. The consolidated entity has been referred to as "Quess Group" or "the Group" in this report.

1. Financial Results - An Overview:

In compliance with the provisions of the Act and the Listing Regulations, the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards ("Ind AS”) for the FY21. The standalone and consolidated financial highlights of the Company''s operations are as follows:

Particulars	(J in millions, except per equity share data) Consolidated Standalone FY21 FY20 FY21 FY20
Revenue	108,368.95 450.90	109,914.82 510.89	74,834.06 303.79	77,402.32 475.46
Other Income
Total Income	108,819.85	110,425.71	75,137.85	77,877.78
Cost of material and stores and spare parts consumed	2,007.49 92,968.43 8,811.93	2,670.55 90,634.38 10,031.87	712.91	1,309.54 67,914.63 4,842.87
Employee expenses			68,187.62 5,261.92
Other expenses
Finance Costs	1,112.93	1,668.01	634.63	967.99
Depreciation and Amortization Expense	2,285.28 107,186.06	2,486.07 107,490.88	525.09	656.18
Total Expenses			75,322.17	75,691.21
Share of Profits/(loss! in Associates	(114.27!	(138.33!	0.00	0.00
Profit/loss before exceptional items and tax	1.519.52 (326.89! 1,846.41 1.109.52 736.89 721.13 3.92 3.87	2,796.50 6,640.52	(184.32!	2,186.57 5,261.18
Exceptional items			112.70 (297.02) 701.49 (998.51) (1,059.59) (6.76) (6.67)
Profit/(Loss) Before Tax		(3,844.02) 474.76		(3,074.61) 294.46
Tax Expense
Profit/(Loss) for the year		(4,318.78) (4,221.34)		(3,369.07) (3,420.29)
Total Comprehensive Income for the year
Basic EPS (in J)		(30.28)		(22.94)
Diluted EPS (in J)		(30.22)		(22.89)

A detailed performance analysis on various segments, business and operations are provided in the Management Discussion and Analysis which is annexed to this report.

2. Reserves:

The Company has not transferred any amount to the general reserves during the year under review.

3. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Provisions of Section 125(2) of the Act does not apply to the Company as the Company did not declare any dividend till 31 March 2021.

4. Dividend:

The Board of Directors of your Company at their meeting held on 5 May 2021 declared an interim dividend of H 7/- per equity share of H 10/- each for the financial year 2020-21 aggregating to H 1,033.75 million, in due compliance with applicable laws.

5. Dividend Distribution Policy:

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company has formulated a Dividend Distribution Policy. The dividend, if any, to be declared in the future will be paid as per this policy depending on a number of parameters, including but not limited to the Company''s profits, capital requirements, overall financial condition, contractual restrictions and other factors considered relevant by the Board. The Dividend Distribution Policy adopted by the Company is available on the Company''s website which can be accessed using the link https://www.quesscorp.com/investor/ dist/images/pdf/Policies/Dividend Distribution Policy.pdf

6. Share Capital:

During the year under review, there has been no change in the Authorised Share Capital of the Company. However, the

paid-up share capital of the Company as on 31 March 2021 was H 1,476.79 million as compared to H 1,475.11 million in the previous year.

The paid-up share capital of the Company increased due to the following events/ transactions -

(a) Quess Corp Employees'' 2009 Amended Stock Option Scheme ("ESOP 2009")-

The Nomination and Remuneration Committee ("NRC") vide circular resolution dated 11 May 2020 and 24 July 2020 allotted 58,960 and 38,525 equity shares respectively of H 10 each to the eligible employees of the Company who exercised their options under ESOP 2009.

(b) Quess Employee Stock Option Scheme 2015 ("ESOP 2015")-

The NRC at its meeting held on 27 May 2020, 24 July 2020 and 27 January 2021 allotted 13,667, 16,099 and 40,919 equity shares respectively of H 10 each to the eligible employees & ex-employees of the Company who exercised their options under ESOP 2015.

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.

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 relevant documents and separately audited financial statements of the subsidiaries, are available on the Company''s official website https://www.quesscorp.com/ investor-other-information/.

The Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link - https://www. quesscorp.com/investor/dist/images/pdf/Governance/Policy-for-Material-Subsidiary.pdf. In terms of this policy, Conneqt Business Solutions Limited continues to be a material subsidiary of the Company within the meaning of Regulation 16(c) of the Listing Regulations, for which Secretarial Audit has been conducted pursuant to Regulation 24A of the Listing Regulations. There has been no material change in the nature of the business of the subsidiaries.

As on 31 March 2021, there are total 32 Subsidiary Companies comprising 13 Indian Companies and 19 Foreign Companies. Out of 13 Indian Companies, 8 Companies are wholly-owned subsidiaries, 4 Companies are subsidiaries and 1 Company is a step-down subsidiary. Out of 19 Foreign Companies, 5 Companies are wholly-owned subsidiaries and 14 Companies are step-down subsidiaries. Further, there are 2 Indian and 3 Foreign Associate Companies.

8. Acquisitions/ Investments/ Disinvestment during the year:

• The Board of Directors at its meeting held on 27 May 2020 approved an additional investment of 25% in the equity shares of Terrier Security Services (India) Private Limited ("Terrier") from Heptagon Technologies Private Limited ("Heptagon") for an amount of H64,50,00,000 (Rupees Sixty Four Crore Fifty Lakhs Only) by way of set-off against the amount of loan due from Heptagon. With this, Quess''s stake in Terrier increased from 49% to 74% thereby making Terrier, a subsidiary of the Company w.e.f 1 June 2020.

• The Board of Directors on 17 July 2020 approved the termination of the Share Subscription and Shareholder''s Agreement dated 5 July 2018 executed between Quess East Bengal FC Private Limited ("QEBFC"), East Bengal Club ("Club") and Quess Corp Limited ("Investor") and also approved the execution of Termination Agreement by way of transfer of the remaining 30% stake from Club and its nominee at an aggregate cash consideration of H 1,000 (Rupees One Thousand Only) as per terms of the Termination Agreement. The shareholding of Quess in QEBFC increased from the existing 70% to 100%, thereby making QEBFC a wholly-owned subsidiary of the Company.

• The Board of Directors, at its meeting held on 28 July 2020 approved the Voluntary Liquidation of Quess East Bengal FC Private Limited, a wholly-owned subsidiary of the Company, under Regulation 59 of the Insolvency and Bankruptcy Code, 2016 and Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulation, 2017.

• The Board of Directors at its meeting held on 17 August 2020 approved the disinvestment of the Company''s 100% equity stake in Dependo Logistics Solutions Private Limited, a wholly-owned subsidiary of the Company at a consideration of H 10,00,00,000/- (Rupees Ten Crore Only) to Altruist Technologies Pvt. Ltd.

• During the year, the Company has invested US$ 4.75 million into Quess Corp (USA) Inc., a wholly-owned subsidiary, by way of infusion of fresh funds against equity.

• Pursuant to Clause 10.4.2 of the Shareholders Agreement dated 20 November 2017 entered between Tata Sons Private Limited, Conneqt Business Solutions Limited and Quess Corp Limited, the Company had received Put Option Exercise Notice dated 24 December 2020 to

complete the purchase of 4,48,39,166 Put Shares from Tata Sons Private Limited. The Board in its meeting held on 27 January 2021 delegated powers to Administration and Investment Committee to take all necessary steps to complete the purchase of the aforesaid shares. On 16 April 2021, the acquisition of 30% equity stake in Conneqt was completed.

• The Board of Directors at its meeting held on 27 January 2021 approved the additional investment of 3.76% equity shares in Vedang Cellular Services Private Limited (''''Vedang") in accordance with the Shareholder''s Agreement dated 25 October 2017 against the put option exercised by Mr. Ashish Kapoor, Promoter & CEO of Vedang for 6,853 equity shares at an aggregate consideration of H 70,00,000 (Rupees Seventy Lakhs Only), thereby increasing the Company''s stake in Vedang from 88.71% to 92.47%.

• The Board of Directors at their meeting held on 27 January 2021 accorded its in-principal approval for the subscription of 49% equity shares over multiple tranches in Stellarslog Technovation Pvt. Ltd. (''''TaskMo"), a gig economy start-up for H 10,00,00,000 (Rupees Ten Crore Only) to be invested in multiple tranches. The Company has invested H 2,00,00,000 (Rupees Two Crore Only) thereby acquiring 38,431 equity shares, i.e. 16.12%, in TaskMo.

• The Company had filed an application before the Regional Director, South-East region, Hyderabad for approval of the Scheme of Amalgamation ("Scheme") with four of its wholly owned subsidiaries viz. Golden Star Facilities and Services Private Limited, MFX Infotech Private Limited, Trimax Smart Infraprojects Private Limited, and Green Piece Landscape India Private Limited under Section 233 of the Companies Act, 2013 and rules made thereunder. On 19 March 2021, the Regional Director had rejected the Scheme vide Order no. 3/Kar/CP.No.25/RD(SER)/ CAA-11/233/2020 on a technical ground of not securing approval of the shareholders at a General Meeting holding at least 90% of total number of shares. The Company considered a new Scheme of Amalgamation with its wholly-owned subsidiaries through the Tribunal route on 3 June 2021.

9. Particulars of Loans, Guarantees or Investments:

Details of the loans, corporate guarantees and investments covered under Section 186 of the Act forms part of the notes to the Financial Statements provided in this Annual Report.

10. Management Discussion & Analysis:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming a part of the Annual Report.

11. Directors and Key Managerial Personnel (KMPs):

(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), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the Notice.

(b) Appointment of Directors and KMPs -

The Board, approved the appointment of Mr. Gopalakrishnan Soundarajan (DIN: 05242795), as an Additional Director of the Company with effect from 1 April 2020, on the recommendation of the NRC with the approval of shareholders accorded in the 13^th AGM held on 29 September 2020.

The Board, on the recommendation of NRC, at its meeting held on 31 August 2020, proposed the re-appointment of Ms. Revathy Ashok (DIN: 00057539) and Mr. Sanjay Anandaram (DIN: 00579785) as Non-executive Independent Directors with the approval of shareholders accorded in the 13^th AGM held on 29 September 2020 for a second term/tenure of 5 (five) consecutive years in accordance with the provisions of Section 149(10) of the Companies Act and the Listing Regulations.

The Board, on the recommendation of NRC, at its meeting held on 31 August 2020 approved the appointment of Mr. K. R. Girish (DIN: 07178890) and Mr. Gaurav Mathur (DIN: 00016492) as Additional Directors in the capacity of Non-Executive Independent Director with the approval of shareholders accorded in the 13^th AGM held on 29 September 2020 for a term of 5(five) years.

The Board, on the recommendation of NRC, approved the re-designation of Mr. Ajit Isaac (DIN: 00087168), who currently holds the position of '' Chairman & Managing Director" as '' Executive Chairman" with effect from 1 April 2021, subject to the approval of the shareholders at the ensuing AGM. At the same meeting, it approved the elevation of Mr. K. Suraj Moraje (DIN: 08594844), who currently holds the position of ''Executive Director and Group CEO" to ''Managing Director and Group CEO" with effect from 1 April 2021 till the end of his current term, subject to the approval of the shareholders at the ensuing AGM. A resolution seeking shareholders'' approval for their change in designation along with increase in remuneration forms part of the Notice.

(c) Retirement of Directors -

The Board, on the recommendation of NRC, at its meeting held on 31 August 2020 noted the retirement/expiry of the terms of Mr. Pravir Kumar Vohra (DIN: 00082545) and Mr. Pratip Chaudhuri (DIN: 00915201), Non-Executive Independent Directors of the Company from the conclusion of 13^th AGM held on 29 September 2020.

(d) Appointment and Resignation of KMP -

The Board, on the recommendation of NRC and Audit Committee, noted the resignation of Mr. Subramanian Ramakrishnan from the post of Group Chief Financial Officer of the Company w.e.f. the closing of the business hours on 31 March 2021. Mr. Ramakrishnan will continue with the Company as an Advisor for the next 12 months. The Board approved the appointment of Mr. N. Ravi Vishwanath as Group Chief Financial Officer of the Company with effect from 1 April 2021.

(e) 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 along with rules framed thereunder 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, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

None of the Directors of the Company is disqualified for being appointed as Directors as specified in 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) 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 accounts for the year ended 31 March 2021, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2021 and of the loss of the Company for the year under review;

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:

The Board of Directors and the 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 on 1 June 2021. The performance as a whole was evaluated by the Board after seeking input from all the Directors based on the criteria such as the Board composition and structure, meetings and procedures, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 January 2017.

The Nomination and Remuneration Committee reviewed the performance of Individual Directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings, in terms of preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board Meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees and individual Directors, was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The familiarization programme aims to provide insight to the Independent Directors to understand the business of the Company, its stakeholders, leadership team, senior management, operations, policies and industry perspective and issues. The Independent Directors are made aware of their roles, rights and responsibilities at the time of their appointment/re-appointment through a formal letter of appointment. A familiarization programme for all the Independent Directors was held on 2 November 2020.

A note on the Familiarisation 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 Companies Act, 2013 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 Report & Sustainability Report:

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility Report & Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report as ''Annexure - A''.

15. Audit & Auditors:

(a) Statutory Auditors -

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366 W/W - 100018) were appointed as Statutory Auditors of the Company at the 11^th AGM held on 26 July 2018 to hold office from the conclusion of the 11^th AGM till the conclusion of the 16^th AGM. However, as per the Companies (Amendment) Act, 2017 effective from 7 May 2018, the provisions relating to the ratification of the appointment of Statutory Auditors at every AGM are not required.

The Board has duly examined the Statutory Auditors'' Report to the financial statements, which is selfexplanatory. Clarifications, wherever necessary, have been included in the notes to the financial statements section of the Annual Report. The Auditors report for FY21 does not contain any qualification, reservation or adverse remark for the year under review. The Auditors Report is enclosed with the financial statements in this Annual 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.

Further, pursuant to Listing Regulations, Audit Committee had a separate meeting with the Statutory Auditors on 6 January 2021.

The Auditor''s certificate on the implementation of share based schemes in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014, will be made available at the AGM, electronically.

(b) Secretarial Auditors -

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board, at its meeting held on 27 January 2021 had approved the 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 the FY21. The Company had also received written consent from Mr. S. N. Mishra to act as such.

The Secretarial Audit Report for FY21 is annexed as ''Annexure - B'' and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark for the year under review. 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.

Further, as per the amended Regulation 24A vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Secretarial Audit Report of Conneqt, being a material subsidiary is annexed as ''Annexure - C''

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial year ended 31 March 2021 is annexed as ''Annexure - D''

(c) Internal Auditors -

The Board, on the recommendation of the Audit

Committee, in its meeting held on 27 May 2020 had approved the appointment of M/s. Ernst & Young as the Internal Auditors of the Company for FY21 to conduct the audit on basis of a detailed internal audit plan which is reviewed each year in consultation with the Internal Audit Team and the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

The Board, on the recommendation of the Audit

Committee, has re-appointed M/s. Ernst & Young as the Internal Auditors for the FY21.

(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 made and maintained.

16. Risk Management:

The Board of the Company has adopted the Risk Management Policy in order to assess, monitor and manage risk throughout the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of the Risk Management Policy have been covered in the Management Discussion and Analysis, which forms part of this report. Risk is an integral part of the Company''s business and sound risk management is critical to the success of the organization. The Risk Management policy, as approved by the Board, is displayed on the official website of the Company and can be accessed using the link - https://www.quesscorp.com/investor/dist/images/ pdf/Policies/Risk-Management-Policy.pdf

17. Internal Financial Control Systems and Their Adequacy:

internal Financial Controls are an integrated part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company has established a strong framework for internal financial controls. 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 FY21 and their adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

18. Related Party Transactions:

All Related Party Transactions entered during the FY21 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 from the Audit Committee is obtained for transactions which are repetitive in nature. 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 the reports on related party transactions with the Stock Exchanges(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 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ''Annexure - E'' in Form AOC-2 and the same forms 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

19. Nomination and Remuneration Committee and Company''s Policy on Nomination, Remuneration, Board Diversity, Evaluation and Succession:

(a) Policy on Directors 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 the 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 can be accessed at web link - 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 to help us retain our competitive strength. The Company has evaluated the policy with a purpose to ensure 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 the 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 web link - https://www.quesscorp.com/ investor/dist/images/pdf/Governance/Policy-on-Board-Diversity.pdf

10. Employee Stock Option Plan (“ESOP”)/ Restricted Stock Units (“RSUs”):

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with 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'' Amended Stock Option Scheme, 2009 (ESOP 2009);

(2) Quess Corp Limited - Employees'' Stock Option Scheme, 2015 (ESOP 2015); and

(3) Quess Stock Ownership Plan-2020 (QSOP 2020).

(1) Quess Corp Limited Employee Stock Option Scheme 2009(ESOP2009)-

During the year under review, total 97,485 options were exercised by eligible employees and ex-employees.

(2) Quess Corp Limited - Employees'' Stock Option Scheme, 2015 (ESOP 2015) -

The Company had implemented the Employees'' Stock Option Scheme 2015 ("ESOP 2015") for 19,00,000 options equivalent

to the same number of shares with the approval of the shareholders and out of 19,00,000 options, 1,48,440 options were already granted and will be vested under the Scheme. Thereafter, the Board, on the recommendation of NRC, at its meeting held on 18 February 2020 proposed to further amend ESOP 2015 with the approval of Shareholders by way of postal ballot dated 31 March 2020 by way of re-deployment of the balance 17,51,560 options and equity shares under the ESOP 2015 to QSOP 2020. Total number of options left under ESOP 2015 to be exercised was 1,48,440 options.

During the year under review, total 70,685 options were exercised by the eligible employees and ex-employees. As on 31 March 2021, a balance of 68,199 options were outstanding which constitute 0.05% of the issued equity share capital of the Company.

(3) Quess Stock Ownership Plan-2020 (QSOP 2020) -

Grant of Options under QSOP 2020:

• On 11 May 2020, NRC approved the grant of 26,29,795 RSUs at a face value of H 10 per RSU to the eligible employees, which shall vest not earlier than 1 (One) year and not later than 6 (Six) years from the date of grant of RSUs, based on performance parameters and terms and conditions of QSOP 2020. Further, on 24 July 2020 and 27 January 2021, it approved the grant of 74,141 and 154,290 RSUs respectively.

• Each RSU is convertible into 1 equity share of H 10 each upon vesting, subject to compliance of SEBI (Share Based Employee Benefits) Regulations, 2014 as amended from time to time, terms and conditions of QSOP 2020 and grant letter.

• The aforesaid RSUs can be exercised within 3 years from the date of vesting in terms of QSOP 2020.

A detailed disclosure with respect to stock options, as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI Circular dated 16 June 2015, has been uploaded on the official website of the Company at - https://www.quesscorp.com/ investor-other-information/

The Company''s Statutory Auditors, M/s. Deloitte and Haskins LLP, have certified that the aforementioned employee stock option plans of the Company have been implemented in accordance with the regulations and the resolutions passed by the members in this regard.

21. 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 - F'' 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 H 10.20 million or more per annum and employees employed part-time and in receipt of remuneration of H 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 who are 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, 21 days before and up to the date of the ensuing AGM during the business hours on working days.

22. Corporate Governance:

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report. A certificate from Mr. S. N. Mishra, Practicing Company Secretary, Bengaluru, confirming compliance to conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report. A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.

23. Vigil Mechanism/ Whistle Blower Policy:

In compliance with Section 177(9) of the Act and Regulation 22 of the 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. The details of the Policy have been disclosed in the Corporate Governance Report, which is a 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

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo under Section 134(3)(m) of the Act:

The provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption do not apply to the Company. The Company is a pioneer in workforce management, technologies and has used information technology extensively in its operations.

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

• Expenditure in foreign currency: H 30.30 million

• Earnings in foreign currency: H 108.20 million

25. 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. The CSR initiatives are primarily carried out through the Careworks Foundation (CWF), a non-profit initiative established in January 2014. The consolidated contribution of the Company towards various CSR activities during the financial year 2020-21 is H 42.2 million. CSR spending is guided by the vision of creating long-term benefit to 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, 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 provisions of Section 134(3)(o) of Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as ''Annexure - G'' to the Board''s Report.

26. Secretarial Standards:

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and notified by the Ministry of Corporate Affairs ("MCA").

27. Deposits:

During the year under review, the Company has neither invited nor accepted deposits from the public/members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

28. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company operations in future:

There were no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status of the Company''s operation in the future.

29. Debentures:

During the year, the Company had exercised the call option for redeeming in full the outstanding 750 Secured Redeemable Non-Convertible Debentures having face value of H 10,00,000 (Rupees Ten Lakhs) each aggregating to H 75,00,00,000 (Indian

Rupees Seventy Five Crore Only) held by ICICI Prudential Equity & Debt Fund, ICICI Prudential Balanced Advantage Fund, ICICI Prudential Multi-Asset Fund, Debenture Holders on

22 January 2021 in pursuance of the applicable provisions of the Listing Regulations in respect of the said listed Debentures.

As on 31 March 2021, the Company does not have any debentures.

30. Credit Rating:

In order to comply with Basel-II guidelines, the Company has received credit ratings from ICRA Limited with respect to the Company''s long-term and short-term fund-based limits. As on

23 March 2021, ICRA has re-affirmed the credit ratings. Hence, there is no change in the credit rating during the year under review. The credit rating is [ICRA] A1 .

31. Number of Meetings of the Board:

The Board met seven (7) times during the year under review. The details of the meeting are provided in the Corporate Governance report that forms part of this Annual Report.

32. Extract of 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, an extract of the annual return in the prescribed format is available at https://www.quesscorp.com/investor-other-information/.

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

The Company is committed to provide a safe and conducive work environment to its employees and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at the workplace. The Company has adopted a policy on prevention, 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. The Policy aims to promote a healthy work environment and to provide protection to employees at the workplace and redress complaints of sexual harassment and related matters thereto. 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 was filed, disposed of 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 as well as for all 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 the FY21 forms part of the Corporate Governance Report.

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

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

36. Cybersecurity:

The Company is committed to providing a secure IT environment across the various systems and infrastructure, by establishing best practices and standards for Cyber Security. Real time security information and event management systems are in place, to continuously monitor and secure the network against identified and unidentified threats. A secure access management system along with VAPT (Vulnerability Assessment and Penetration Testing) for applications facilitates remote working of employees. The Company''s Cyber Security Council meets fortnightly, to review and improve the effectiveness of the cyber security systems. Further, periodic interactions of the Cyber Security Council with relevant stakeholders, has ensured sponsorship from senior management and all other critical stakeholders.

37. Acknowledgements:

Your Directors place on record their gratitude to the Central Government, various State Governments and Company''s Bankers and advisors for the valuable advice, guidance, assistance, co-operation, and encouragement they have extended to the Company from time to time. The Directors also take this opportunity to thank the Company''s customers, suppliers, partners, investors and all other Stakeholders, Regulators and Stock Exchange(s) for their consistent support to the Company.

Last but not the least, the Directors also sincerely acknowledge the significant contributions made by all the employees especially during the COVID times for their continued & dedicated services to the Company.

38. Cautionary Statement:

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company'' s objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company''s operations include global and domestic economic developments, competitor''s behaviour, changes in Government Regulations, tax laws and litigation.

For and on behalf of the Board of Directors of Quess Corp Limited

Sd/-Ajit Isaac

Place: Bengaluru Executive Chairman

Date: 3 June 2021 DIN: 00087168

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Mar 31, 2019

To the Members,

The Board of Directors (“Board”) of Quess Corp Limited (“Quess” or “Company”) with immense pleasure present their Twelfth (12^th) Annual Report of the business and operations of your Company together with the audited financial statements (standalone and consolidated basis), for the Financial Year ended March 31, 2019 (“FY19”).

1. FINANCIAL RESULTS (in Rs. Crore)

Particulars	Consolidated		Standalone
	FY19	FY18	FY19	FY18
Revenue	8,526.99	6,167.26	5,613.08	4,410.81
Less: Cost of material and stores and spare parts consumed	262.41	142.22	129.67	123.06
Less: Employee expenses	6,713.21	5,079.32	4,560.07	3,643.02
Less: Other expenses	1,086.80	591.36	615.05	405.49
EBITDA	464.58	354.36	308.28	239.24
EBITDA Margin	5.45%	5.75%	5.49%	5.42%
Add: Other Income	71.23	56.92	47.23	46.30
Less: Finance Costs	114.40	75.45	63.60	46.21
Less: Depreciation and Amortisation Expense	123.15	74.74	44.57	35.31
Add: Share of Profits in Associates	(8.81)	0.36	-	-
Profit Before Tax	289.45	261.46	247.34	204.02
Profit Before Tax Margin	3.39%	4.24%	4.41%	4.63%
Less:Tax Expense	32.90	(48.31)	16.06	(55.24)
Profit After Tax	256.55	309.76	231.28	259.26
Profit After Tax Margin	3.01%	5.02%	4.12%	5.88%
Add: Other Comprehensive Income/ (Losses)	6.35	(3.86)	(3.03)	(3.54)
Total Comprehensive income for the year	262.90	305.90	228.25	255.72
Diluted EPS (in Rs.)	17.51	21.82	15.77	18.19

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserves during the year.

2. MATERIAL CHANGES

Material changes or commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report are as follows:

- On April 17, 2019, approved additional investment in Conneqt Business Solutions Limited (“CBSL”):

- Rs.193.10 Crore by way of subscription to equity shares to be issued and allotted by CBSL (the “Equity Subscription”); and

- Not exceeding Rs.210 Crore by way of subscription to Compulsorily Convertible Debentures (“CCDs”) to be issued and allotted by CBSL (together with the Equity Subscription, (the “Proposed Transaction”). Pursuant to the Equity Subscription, the total shareholding of Quess in CBSL will increase from 51 % to 70%. The foregoing shareholding of Quess in CBSL may further increase on conversion of the CCDs.

- On April 17, 2019, approved investment in Allsec Technologies Limited (the “Target Company”) by Conneqt Business Solutions Limited (“Acquirer”), subsidiary of the Company upto Rs.400 Crore.

- Acquirer had signed definitive agreements to acquire up to 93,49,095 Equity Shares of Target Company, representing 61.35% of the total share capital of Target Company.

- Quess is Person Acting in Concert (“PAC”) along with Acquirer for an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

- Public Announcement for open offer for acquisition of up to 39,61,965 fully paid up Equity Shares of Rs.10/- each from shareholders of Target Company by Acquirer along with PAC was notified on April 18, 2019.

- Detailed Public Statement was published in the five (5) newspaper editions on April 25, 2019.

- On April 17, 2019, Nomination and Remuneration Committee approved allotment of 19,095 Equity Shares of Rs.10/- each to 2 employees under Quess Stock Option Plan - 2009 (“ESOP 2009”).

- On May 3, 2019, acquired 100% in Greenpiece Landscape India Private Limited, a leading end-to-end design and landscaping services Company.

- On May 22, 2019, approved balance investment of 30% Equity of Golden Star Facilities and Services Private Limited (“GSFS”) for Rs.35 Crore. Post-acquisition, total shareholding will increase from 70% to 100% and GSFS will become a Wholly Owned Subsidiary.

3. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI LODR Regulations, the Management’s discussion and analysis (MD&A) is set out in this Annual Report. The financial performance at glance is covered in MD&A.

4. ACQUISITIONS/ DISINVESTMENT/ DEMERGER/MERGER A. Acquisition

A.1) Simpliance Technologies Private Limited (“Simpliance”)

On October 19, 2016, Quess had entered into an agreement to acquire 45% stake in Simpliance at an investment amount of Rs.2.50 Crore.

On June 04, 2018, Quess had proposed additional acquisition of 8% stake in Simpliance thereby increasing Company’s stake from 45% to 53%. Quess completed the acquisition for a consideration of Rs.2 Crore on August 10, 2018.

Simpliance is a digital labour law compliance management tool that helps organization to comply, manage and monitor the health and risk status of labour legislation in their Organization. Simpliance provides 1) Automated Compliance Management, 2) End to End Compliance Audit Platform, 3) POSH Management Framework, 4) Risk & Compliance Consulting Services.

Simpliance had generated revenue of Rs.0.94 Crore in the Financial Year 2018 and deployed in more than 5,000 offices including MNCs, Indian conglomerates, leading law firms and consultants.

A.2) Quess East Bengal FC Private Limited (“QEBFC”)

On July 05, 2018, Quess has entered into Share Subscription and Shareholders’ Agreement to acquire 70% stake in QEBFC. Quess has completed the acquisition for a consideration of Rs.10 Crore on November 16, 2018.

QEBFC is established to carry on business in India or elsewhere to promote, operate and organize games of football, formation of clubs, teams, tournaments, selection of players, to conduct training camps and practice all types of activities connected to indoor and outdoor sports.

A.3) Qdigi Services Limited (“Qdigi”)

On January 31, 2018, Quess proposed to acquire 100% stake in Qdigi Services Limited (formerly known as HCL Computing Products Limited) and further proposed to acquire Care business (“Identified Business”) of HCL Services Limited. Quess has completed the acquisition for a consideration of Rs.30 Crore on April 11, 2018.

Post-acquisition, the acquired business has been rebranded as ‘DigiCare’ to give it a distinct and unique corporate identity in the Consumer Services space. DigiCare is amongst the leading after sales service provider for product categories such as mobile phones, consumer electronics & consumer durables in the customer lifecycle management space.

The acquisition added a new service line and enabled Quess’ entry in high growth break fix market for consumer electronics and consumer durables. We currently have about 250 service centres and have increased our geographic footprint from 55 towns to 150 towns since acqusition. The acquisition gave Quess a strategic entry into the mobile and consumer durable break-fix and repairs market across India and has complemented the company’s offering in the Customer Lifecycle Management (CLM) space.

A.4) Greenpiece Landscapes India Private Limited (“Greenpiece”)

On January 24, 2018, Quess proposed to acquire 90% stake in Greenpiece with an investment of upto Rs.26.2 Crore. Quess has completed the transaction on May 08, 2018 with final consideration of Rs.24.4 Crore.

Greenpiece is a leading end-to-end design and landscaping services firm catering to marquee corporates. Landscaping is an adjacency to Quess Integrated Facilities Management business, extending Quess capabilities in this space and further differentiating our offerings.

B. Disinvestment

On June 05, 2018, Quess has entered into an agreement for considering sale of 74% equity stake in Inticore VJP Advance Systems Private Limited with a consideration of Rs.2.31 Crore.

C. Scheme of Demerger

The Board of Directors of the Company have adopted and approved the Scheme of Arrangement and Amalgamation amongst Thomas Cook (India) Limited (“TCIL”), Travel Corporation (India) Limited (“TCI”), TC Travel Services Limited (Formerly known as TC Travel and Services Limited) (“TCTSL”), TC Forex Services Limited (Formerly known as Tata Capital Forex Limited) (“TCF”) and SOTC Travel Management Private Limited (Formerly known as SITA Travels and Tours Private Limited) (“SOTC”) and Quess Corp Limited and their respective shareholders (“Scheme”) under Sections 230 to 232 read with Sections 52, 55 and 66 of the Companies Act, 2013 at their meeting held on April 23, 2018. Thereafter, the Scheme was amended by Audit Committee by way of circulation and approved by the Administration and Investment Committee of the Board of Directors at their meeting held on December 19, 2018.

The Company has filed the Scheme along with other documents as per checklist on January 08, 2019 with BSE Limited (“BSE”) and National Stock Exchange of India (“NSE”). The Company has received no objection certificate from BSE and NSE on May 21, 2019 and May 22, 2019 respectively.

The Company has filed the Scheme along with other documents as per checklist on January 08, 2019 with BSE Limited (“BSE”) and National Stock Exchange of India (“NSE”). The Scheme is under process with Securities Exchange and Board of India (“SEBI”).

D. Merger of wholly owned Subsidiary

On October 25, 2018 the Board of Directors had accorded its approval for merger of its 4 (Four) Wholly Owned Subsidiaries (i.e. Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited and Master Staffing Solutions Private Limited) with Quess.

The Administration and Investment Committee of the Board of Directors of the Company vide its meeting dated March 26, 2019 approved the draft scheme as placed before the Board.

The scheme was duly intimated to the Exchange (NSE and BSE) on March 27, 2019.

The scheme was filed with the Registrar of Companies at Bengaluru on March 28, 2019.

Details of Subsidiaries and Associates during FY19.

As on March 31, 2019, the Company had 39 Subsidiaries and associate Companies (Indian & Foreign entities). A statement containing salient features of financial statement of subsidiaries in form AOC-1 is attached to the financial statements in accordance with Section 129 of Companies Act, 2013 (referred to, as “CA 2013”).

Further pursuant to Section 136 of CA 2013, financial statements of the Company, consolidated along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the company.

5. DIVIDEND

The Board of Directors have decided to reinvest its earning in new business opportunities rather than recommending any dividend to be paid out of the profits for the financial year under review. Pursuant to SEBI notification dated July 08, 2016, the Board of Directors of the Company have formulated a Dividend Distribution Policy (“the Policy”). The dividend, if any, to be declared in future will be paid out as per Dividend Distribution Policy and depend on a number of factors, including but not limited to the Company’s profits, capital requirements, overall financial condition, contractual restrictions and other factors considered relevant by the Board.

The Policy is uploaded on the Company’s website at https:// www.quesscorp.com/category/corporate-governance/

6. SHARE CAPITAL

During the financial year under the review, there has been no change in the Authorised Capital of the Company. However, the paid-up Equity Share Capital of the Company as on March 31, 2019 was Rs.146.08 Crore as compared to Rs.145.48 Crore in the previous year. The increase in share capital is due to the issue of 600,655 Equity Shares to employees pursuant to Quess Corp Employees’ Stock Option Scheme 2009 (Amended) at a face value of Rs.10/- each on September 26, 2018

The Company has neither issued any Equity Shares with Differential rights as to dividend, voting or otherwise nor has issued any Sweat Equity Shares to the employees or Directors of the Company, under any scheme.

As on March 31, 2019, none of the Directors hold equity shares of the Company except Mr. Ajit Isaac, 1,76,54,674 Equity Shares; Mr. Subrata Nag, 68,154 Equity Shares; Mr. Pravir Kumar Vohra, 1000 Equity Shares and Ms. Revathy Ashok, 150 Equity Shares of the Company.

The Company has not issued any debentures, bonds or any non-convertible securities during the financial year under review.

7. FINANCIAL LIQUIDITY

The Company maintains exposure in Cash and cash equivalents, term deposit with Banks, investment in treasury bills, government securities and derivative instrument with financial institution. Cash and cash equivalents as at March 31, 2019 were Rs.623.96 Crore (Previous year Rs.1,033.91 Crore).

8. CREDIT RATING

In order to comply with Basel-II guidelines your Company has got the rating done by ICRA Limited for the Company’s long term and short term borrowings.

Instrument	Name of Credit rating Agency	Date on which credit rating was obtained	Revision in the credit rating, if any	Reason for downward revision, if any
Long-term fund based limits			Upgraded to [ICRA] AA from [ICRA]AA-	NA
Non-Convertible Debentures	ICRA	February 27, 2019	Upgraded to [ICRA] AA from [ICRA]AA-	NA
Short-term fund based limits			[ICRA]A1 ; Reaffirmed	NA
Short-term Nonfund based limits			[ICRA]A1 ; Reaffirmed	NA
Commercial Papers			[ICRA]A1 ; Reaffirmed	NA

9. DEPOSITS

The Company has not accepted deposits from the public/ members under Section 73 of the CA 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retiring by Rotation

In accordance with the provisions of Section 152 of the CA 2013 and Articles of Association of the Company, Mr. Madhavan Karunakaran Menon, who has been longest in the office, is due to retire by rotation at the forthcoming Annual General Meeting (“AGM”) and, being eligible, offers himself for re-appointment. The Board recommends his reappointment in the forthcoming AGM.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the CA 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (“ SEBI LODR Regulations”).

Board Evaluation

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Sections 134, 178 and Schedule IV of the CA 2013 and Regulation 17 of the SEBI LODR Regulations and the corporate governance requirements as prescribed by SEBI LODR Regulations.

The performances of the Independent Directors were evaluated by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees were evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed.

Key Managerial Personnel

During the year under review,

- Mr. Sudershan Pallap resigned from the office of Vice President- Legal & Company Secretary of the Company w.e.f June 23, 2018.

- Mr. Rajesh Kumar Modi was appointed as the Vice President- Legal & Company Secretary of the Company w.e.f June 23, 2018 and resigned from the office of Vice President - Legal & Company Secretary on November 09, 2018.

- Mr. Kundan K Lal was appointed as the Vice President-Legal & Company Secretary of the Company w.e.f April 17, 2019.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the CA 2013:

1. in the preparation of the accounts for the year ended March 31, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year under review;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CA 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared annual accounts of the Company on a going concern’ basis;

5. the Directors 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

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

12. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the CA 2013 and the Rules framed thereunder are not attracted. Thus, a disclosure in Form AOC-2 in terms of Section 134 of the CA 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the Notes to the Financial Statements. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. A statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.quesscorp.com.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

13. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

In compliance with the provisions of the CA 2013 and SEBI LODR Regulations, the Board, on the recommendation of the Nomination and Remuneration Committee (“NRC”), approved the Policy for Selection, Appointment and of Directors.

The aforesaid Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board so as to maintain an appropriate balance of skills and experience within the Board. The Policy also provides for selection criteria for 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.

14. AUDITORS

(a) Auditors report

The Auditors report for FY19 does not contain any qualification, reservation or adverse remark for the year under review. The Auditors report is enclosed with the financial statements in this Annual report.

(b) Statutory Auditors

Pursuant to the provisions of Section 139 of the CA 2013 and the rules frame thereunder Messrs Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366 W/W 100018) were appointed as Statutory Auditors of the Company at the 11th Annual General Meeting held on July 26, 2018 to hold office from the conclusion of the 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting (“AGM”).

However, as per Companies (Amendment) Act, 2017 effective from May 07, 2018, the provisions relating to ratification of the appointment of Statutory Auditors at every AGM is not required.

(c) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the CA 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Messrs SNM & Associates, Company Secretaries as its Secretarial Auditors, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-I and forms an integral part of this report. There is no secretarial audit qualification, reservation or adverse remark for the year under review.

Pursuant to Regulation 24A of SEBI LODR Regulation, a Secretarial Compliance Report for the year ended March 31, 2019 is annexed as Annexure B and a Certificate regarding status of Directors as required under schedule V, para C, Clause 10(i) of SEBI LODR Regulation is annexed.

15. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

During the year under review, neither the Statutory Auditors nor the secretarial auditors have reported to the Audit Committee under Section 143(12) of the CA 2013, any instances of fraud committed against the Company by its officers or employees.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE CA 2013

The provisions of Section 134(3) (m) of the CA 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption do not apply to the Company. The Company has, however, used information technology extensively in its operations.

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

Expenditure in foreign currency: Rs.4.87 Crores Earnings in Foreign Currency: Rs.12.98 Crores

17. RISK MANAGEMENT POLICY

The Board of the Company has adopted the Risk Management Policy in order to assess, monitor and manage risk throughout the Company. The Audit Committee has additional oversight in the area of financial risks and control. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Risk is an integral part of the Company’s business, and sound risk management is critical to the success of the organization. The Risk Management policy, as approved by the Board, is displayed on the website of the Company at https://www. quesscorp.com/category/corporate-governance/

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Quess believes in creating significant and sustainable societal value, inspired by a vision to actively contribute to the community by creating a positive impact on the lives of people. The CSR initiatives are primarily carried out through the CareWorks Foundation (CWF), a non-profit initiative established in January, 2014.

Your Company continued the social development schemes initiated in previous years along with some new initiatives. These projects covered the broad thematic areas of Education, Health & Sanitation that are compliant with CA 2013.

In compliance with Section 135 of the CA 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee).

The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, and is available on Company’s website at https://www.quesscorp.com/category/ corporate-governance/

The disclosure of contents of CSR policy pursuant to clause (o) of sub-section (3) of section 134 of CA 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure -II to the Board’s Report.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status of the Company and its future operations.

20. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment. There were no complaints/cases filed/ pending with the Company during the financial year.

During FY19, the Company has received 8 complaints, of these all complaints have been resolved. The Company has conducted 20 classroom and online workshops/ awareness programs on prevention of sexual harassment.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company in accordance with the provisions of the Section 177(9) of the CA 2013 and Regulation 22 of SEBI LODR Regulations has established a vigil mechanism for Directors and employees to report genuine concerns to the management viz. instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of Conduct.

The Company has adopted the Whistle-blower Policy which provides for adequate safeguard against victimization of persons and has a provision for direct access to the Chairperson of the Audit Committee. The details of the same are explained in the Corporate Governance Report.

The Policy is also available on the Company’s website at https:// www.quesscorp.com/QInv/QPolicies/Quess-Whistleblower-Policy.pdf

22. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI LODR Regulations, the Company has adopted best corporate practices, and is committed to conducting its business in accordance with the applicable laws, rules and regulations.

A report on Corporate Governance forms a part of this Annual Report.

No. of meetings of the Board

During the year under review, six (06) Board meetings were held on April 23, 2018, May 17, 2018, June 23, 2018, July 26, 2018, October 25, 2018 and January 24, 2019.

The details of the Composition of the Board the attendance of the Directors at the Board Meetings are provided in the Corporate Governance Report. The Company has complied with the applicable provisions of the CA 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Board Diversity policy adopted by the Board sets out its approach to diversity. The policy is available on our website at www.quesscorp.com.

23. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of SEBI LODR Regulations, for the year under review is annexed as Annexure - III to the Boards’ Report and forms an integral part of this report.

24. EMPLOYEE STOCK OPTION PLAN (ESOP) AND EMPLOYEE SHARE PURCHASE SCHEME (ESPS)

Presently the Company has two schemes viz, Quess Corp Employees’ Stock Option Scheme 2009 (Amended) (“ESOP 2009”) and Quess Corp Limited Employees’ Stock Option Scheme 2015 (“ESOP 2015”).

The disclosures with respect to ESOP 2009 and ESOP 2015 as required by the Securities and Exchange Board of India (SEBI) (Share Based Employee Benefits) Regulations, 2014, have been annexed as Annexure - IV the Boards’ Report.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134 (3) (a) and Section 92 (3) of the CA 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of annual return in the prescribed format is appended as Annexure- V to the Board’s Report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Corporate Guarantees and Investments covered under Section 186 of the CA 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

27. PARTICULARS OF EMPLOYEES

The disclosure with respect to the remuneration and other details as required under Section 197(12) of the CA 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure- VI and forms an integral part of this Report.

The Statement containing number of employees pursuant to Section 197(2) of the CA 2013 and Rule 5(2) & 5(3) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Anuual Report. As per the provisions of Section 136 of the CA 2013, the reports and financial statements are being sent to Shareholders of the Company and other Stakeholders entitled thereto, excluding statement containing particulars of employees.

The copy of said statements is available at the registered office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Shareholder interested in obtaining such details may write to the Company Secretary of the Company.

28. ACKNOWLEDGEMENTS

Your Directors wish to place on record, their deep sense of appreciation for the contribution made by all of Quess’ employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

29. CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company’s operations include global and domestic economic developments, competitor behaviour, changes in government regulations, tax laws and litigation.

For Quess Corp Limited

Sd/-

Date : May 22, 2019 Ajit Isaac

Place : Bengaluru Chairman & Managing Director

---

Mar 31, 2018

Board’s Report

To the Members,

Your Board of Directors have pleasure in presenting their Eleventh (11th) Annual Report on the business and operations of the Company together with the audited financial statements (standalone and consolidated) for the financial year ended 31 March, 2018.

1. Financial Results

Particulars (in Rs, crores)	Consolidated		Standalone
	FY 2018	FY 2017	FY 2018	FY 2017
Revenue	6,167.26	4,314.93	4410.81	3,442.93
Less: Cost of material and stores and spare parts consumed	142.22	71.38	123.06	58.34
Less: Employee expenses	5,079.32	3,633.95	3,643.02	2,945.97
Less: Other expenses	591.36	371.68	405.49	250.49
EBITDA	354.36	237.93	239.24	188.14
EBITDA Margin	5.75%	5.51%	5.42%	5.46%
Add: Other Income	56.92	15.42	46.30	16.21
Less: Finance Costs	75.45	47.86	46.21	38.91
Less: Depreciation and Amortization Expense	74.74	33.30	35.31	21.79
Add: Share of Profits in Associates	0.36	0.12	-	-
Profit Before Tax	261.46	172.31	204.02	143.65
Porfit Before Tax Margin	4.24%	3.99%	4.63%	4.17%
Less: Tax Expense	(48.31)	50.44	(55.24)	48.86
Profit After Tax	309.76	121.88	259.26	94.79
Porfit After Tax Margin	5.02%	2.82%	5.88%	2.75%
Add: Other Comprehensive Income/ (Losses)	(3.86)	(5.28)	(3.54)	(2.01)
Total comprehensive income for the year	305.90	116.60	255.72	92.78
Diluted EPS (in Rs,)	21.82	9.59	18.19	7.46

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserves during the year.

MATERIAL CHANGES

Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report are as follows:

- On 11 April, 2018, acquired 100% in QDigi Services Limited, a mobile and consumer durable break-fix and repairs services Company.

- On 08 May, 2018, acquired 90% in Greenpiece Landscapes India Pvt. Ltd, a leading end-to-end design and landscaping services Company.

- On 17 May, 2018, approved further investment in the following Companies, through its wholly owned subsidiary Quess Corp Holdings Pte. Ltd., Singapore:

- Additional 36% equity in Comtel Solutions Pte. Ltd.,Singapore with an investment upto SGD 22 million (currently hold 64%) and

- Additional 49% equity in Comtelpro Pte. Limited, Singapore with an investment upto SGD 0.5 million (currently holds 51%).

2. FINANCIAL PERFORMANCE AT A GLANCE

Quess completed its 10th consecutive year of growth in FY 2018. Highlights of the year include:-

- Employee headcount as on 31 March, 2018 was —261,700 compared to —159,200 employees in the corresponding quarter of last year, registering a growth of 64%.

- Consolidated Revenue grew by 43% from Rs, 4,315 crore in FY 2017 to Rs, 6,167 crore in FY 2018.

- Consolidated EBITDA grew by 49% from Rs, 238 crore in FY 2017 to Rs, 354 crore in FY 2018. EBITDA Margin expanded by 23 bps from 5.51% in FY 2017 to 5.75% in FY 2018.

- Consolidated PAT grew by 154% YoY from Rs, 122 crore in FY 2017 to Rs, 310 crore in FY 2018. The consolidated PAT for FY 2018 includes the impact of accounting adjustments under Ind AS, such as Amortization of Customer Related Intangible Assets of Rs, 30 crore and Non-controlling interest Put Option of Rs, 9 crore (included in the Finance costs).

- PAT Margin expanded by 220 bps from 2.82% in FY 2017 to 5.02% in FY 2018.

- Diluted EPS was higher by 127% YoY at Rs, 21.8.

- Cash flow from operations stood at Rs, 109 crore in FY 2018.

- Company started availing the benefit of 80JJAA of the Income Tax Act, 1961 from FY 2018.

Balance Sheet Analysis:

Leverage Metrics
Debt: Equity	0.41x	0.60x
Working Capital Metrics
Billed Receivables DSO	54 days	43 days
Return Metrics
RoCE (pre-tax)	13.79% (post IPP)	18.13% (post IPO)
RoE (post tax)	16.45% (post IPP)	14.67% (post IPO)
Credit Rating
Long Term	[ICRA]AA- (Positive)	[ICRA]AA- (Stable)
Short Term	[ICRA]A1	[ICRA]A1

During the year, the Company continued to maintain a close focus on keeping leverage levels under control. The drop in RoCE is primarily due to the expansion of capital base as the Company raised Rs, 874 crore through an Institutional Placement Program (IPP) during the year. A part of the IPP proceed has been deployed across a number of acquisitions and investments during the year for which only the partial financial consolidation has been considered during the year.

The increase in receivable days is primarily due to the full consolidation of the year end receivables of the newly acquired entities in the balance sheet whereas the sales contribution has

been considered only for a partial period of the year.

Fund Raising During FY 2018:

Institutional Placement Programme (IPP)

- During the financial year 2017-18, the Company has allotted 10,924,029 equity shares of Rs, 10/- each for an Issue Price of Rs, 800/- per equity share aggregating to Rs, 8, 73.99 crores under Institutional Private Placement basis.

- The proceeds were utilized in line with the objects mentioned in the Prospectus.

Acquisitions during FY 2018:

Quess announced a number of acquisitions and investments in FY 2018 across segments from active telecom infrastructure management to customer lifecycle management. This is in line with its established track record of successful inorganic growth through strategic acquisitions to supplement business verticals, diversify revenue streams and integrate such acquired businesses to further strengthen the service portfolio.

a) Acquisitions

a.1) Vedang Cellular Services Private Limited (Vedang)

- On 25 October 2017, Quess entered into an agreement to acquire 70% equity in Vedang. Quess completed the acquisition for a consideration of Rs, 40 crores on 10 November, 2017.

- Vedang plans, designs and optimizes telecom cell sites and also installs active components on cellular towers and their O&M. It is one of the largest players in the telecom network operations and maintenance space with strong industry relations, superior service offerings and deep technical capabilities.

- Vedang generated a revenue of Rs, 78 crore with a PAT margin of 7.0% with a deployed headcount of 1,500 professionals in FY 2017.

- Vedang complements Quess'' current capabilities in telecom network management in terms of diversified service offerings, wider geographical reach and customer base.

a.2) Conneqt Business Solutions (Conneqt) (formerly known as Tata Business Support Services Limited)

- On 20 November 2017, Quess entered into an agreement to acquire 51% stake in Conneqt which was earlier a subsidiary of Tata Sons Limited. Quess paid Rs, 153 crore cash consideration for the acquisition. The transaction was closed on 27 November 2017.

- Headquartered in Hyderabad, Conneqt is among India''s premier Customer Experience (CX) management companies, with over ten years of sectoral expertise. The company serves diverse third-party clients across sectors like BFSI, Auto and Manufacturing, Telecom & Media, Retail and in other emerging industries, in India and abroad, with an employee strength of ~27,000 employees, handling —500 million customer transactions every year, served through 29 delivery centres and over 470 field offices.

- Post-acquisition, the company is re-branded as ''Conneqt Business Solutions'' to give it a distinct and unique corporate identity in the BPM sector.

- Conneqt reported a revenue of '' 661 crore with an EBITDA margin of 8.5 per cent in FY 2017.

- This acquisition gave Quess an entry into the promising area of Customer Lifecycle Management and also offers strong cross selling opportunities across our Technology Solutions and People Services business.

a.3) Manipal Integrated Services Private Limited (MIS)

- On 30 November, 2017, National Company Law Tribunal (NCLT) approved the scheme of merger of the facilities management business of Manipal Integrated Services into Quess Corp with effect from 01 December, 2016.

- Pursuant to NCLT approval, Quess issued 7,149,263 equity shares to equity shareholders of MIS as part of the remaining consideration.

- In addition to Manipal Group entities, MIS serves more than 150 clients with presence in Healthcare, Education and BFSI sectors. As on 31 March, 2018, MIS had headcount in excess of 17,500 associates.

- This strategic acquisition gave Quess a strong foothold in the rapidly growing healthcare and education Facility Management space and helped Quess become a leading integrated facility management provider in the country.

- As part of the aforesaid Demerger Scheme, Quess Corp Limited acquired the following two subsidiaries of the Transferor Company.

a.3.i) Golden Star Facilities and Services Private Limited (''GSFS'')

a.3. ii) Master Staffing Solutions Private Limited ("MSS")

a.3.i). Golden Star Facilities and Services Private Limited (‘GSFS'')

- Quess acquired 60% equity in GSFS pursuant to the scheme of arrangement between Quess Corp Limited and Manipal Integrated Services Private Limited on November 30, 2017.

- GSFS is a Facilities Management company based out of Hyderabad. Established in March 2008, it provides housekeeping,electro-mechanical, pest control and production support services to over 200 clients in the states of Telangana, Andhra Pradesh, Karnataka, Tamil Nadu, Kerala, Haryana, and alos in cities viz., Noida, Mumbai and New Delhi.

- Quess further acquired additional 10% equity in GSFS, for a consideration of '' 5 Crores on February 8, 2018.

a.3. ii) Master Staffing Solutions Private Limited ("MSS”)

- Quess acquired 100% equity in MSS as part of the Scheme of arrangement between Manipal Integrated Services Private Limited and Quess Corp Limited on November 30, 2017.

- MSS was incorporated as the recruitment engine for the Manipal Group and is currently engaged in Mobilization, Training and Deployment of human resources for MIS. It has Training and fulfillment centres in Karnataka, Andhra Pradesh, Telangana, Rajasthan and Delhi/NCR.

a.4) Trimax Smart Infraprojects Private Limited ("Trimax”)

- Quess and Trimax entered into a Joint-Venture agreement on 25 October, 2017 to implement smart city project in Ahmedabad. Quess completed acquisition of 51% equity in Trimax for a consideration of Rs, 0. 51 Lakhs on

15 December, 2017. Investment in Trimax helped Quess gaining relevant experience and qualification for future smart city projects.

a.5) Monster India and its business in South East Asia and the

Middle East ("Monster”)

- On 31 January 2018, Quess announced to acquire 100% stake in Monster India and its business in South East Asia and the Middle East for a cash consideration of USD 14 millon on a debt-free cash-free basis. The transaction was closed on 08 February, 2018.

- Monster, a leading online career and recruitment resource with its cutting-edge technology, provides relevant profiles to employers and relevant jobs to jobseekers across industry verticals, experience levels and geographies. Monster, a 20 year old marquee internet brand provides the widest and most sophisticated job seeking, career management, recruitment and talent management capabilities globally.

- The acquired business has operations across India, Singapore, Malaysia, Philippines, Hong Kong, Vietnam, Thailand, Indonesia, UAE and Kingdom of Saudi Arabia. With —68 million registered users, over 86 million resumes and with —770,000 monthly new registrations, the company is amongst the market leaders in the online recruitment space across each of its operating geographies.

- The acquired business had generated a revenue of USD 26 millon in CY 2016 with over 600 professionals.

- In addition to owning a high-recall brand in the HR space, this acquisition complements Quess''s market leading presence in the HR services space by establishing end-to-end offerings across the Employee Lifecycle Management space.

a.6) Greenpiece Landscapes India Private Limited

("Green piece”)

- On 24 January 2018, Quess announced to acquire 90% stake in Green piece Landscapes India Private Limited for a cash consideration up to Rs, 26 crore. This consideration was subject to adjustments based on future performance of the company. The transaction was closed on 08 May, 2018.

- Green piece is a leading end-to-end design and landscaping services firm catering to marquee corporate, industrial and real estate firms in India and abroad.

- Green piece generated a revenue of Rs,33 crore with an EBITDA margin of 9.8% and a deployed headcount of 700 professionals in FY2017.

- Landscaping is an adjacency to Quess'' Facility Management business and the acquisition further differentiated our offerings. Further, given the fragmented and informal nature of the industry, Quess brings in much-needed institutional approach to this segment.

a.7) DigiCare Services (QDigi Services)

- On 31 January 2018, Quess announced to acquire 100% stake in HCL Computing Products Limited which further acquired Care Business of HCL Services Limited, a subsidiary of HCL Infosystems Limited. The consideration was '' 30 crore (on a debt-free cash-free basis) via a combination of primary and secondary pay-outs. The transaction was closed on 11 April, 2018.

- Post-acquisition, the acquired business has been rebranded as ''DigiCare'' to give it a distinct and unique corporate identity in the Consumer Services space.

- DigiCare is one of the leading after-sales service providers for product categories such as mobile phones, consumer electronics and consumer durables in the customer lifecycle management space. It has an extensive service network across the country and provides end to end support services with over 200 authorized service centers. It has strong relationships with leading smart phone makers and consumer durable companies with over 2 millon repairs annually.

- DigiCare generated a revenue of Rs, 191 crore in FY2017 with a work force of over 1,400 professionals.

- The acquisition gave Quess a strategic entry into the mobile and consumer durable break-fix and repairs market across India and has complemented the company''s offering in the Customer Lifecycle Management (CLM) space.

b) Investments

b.1) Simpliance Technologies Private Limited

("Simpliance”):

- Quess entered into an agreement to acquire 45% stake in Simpliance on 19 October, 2016 for a primary investment of Rs, 2.50 crores. As on 31 March, 2018 Quess holds 45% equity stake in Simpliance.

- The investment in Simpliance is a play on digital India. The Simpliance platform enhances Quess'' core offerings in labour law compliance, adding a strong layer of automation to the compliance management function.

b.2) Heptagon Technologies Private Limited ("Heptagon”):

- Quess agreed to acquire 26% equity in Heptagon on 23 January, 2017 for a sum of Rs, 5.50 crores as subscription to fresh equity shares of Heptagon. Quess further agreed on

16 May, 2017 to make a further primary equity investment of Rs, 4.27 crore in Heptagon to increase stake upto 46%. As on 31 March, 2018 Quess holds 46% equity stake in Heptagon.

- Heptagon is engaged in niche software development and working with machine learning, automation and mobile technologies. The investment in Heptagon is part of the digitization effort being implemented across Quess. The products being developed at Heptagon are part of the digital roadmap laid out for each of the businesses of Quess.

Details of Subsidiaries and Associates

A statement containing salient features of financial statement of subsidiaries in form AOC-1 is attached to the financial statements in accordance with section 129 of Companies Act, 2013 ("CA 2013").

Further pursuant to Section 136 of CA 2013, financial statements of the company, consolidated along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

3. DIVIDEND

The Board of Directors has decided not to recommend any dividend for the financial year under review. Going forward, the dividend, if any, will be declared as per Dividend Distribution policy and depend on a number of factors, including but not limited to the Company''s profits, capital requirements, overall financial condition, contractual restrictions and other factors considered relevant by the Board.

The Dividend Distribution Policy as duly approved by the Board of Directors of the Company is available on the Company''s website at : http://quesscorp.com/investor/ corporate_governance.php.

4. SHARE CAPITAL

- The Company''s paid-up Equity Share Capital as on 31 March, 2018 was Rs, 145.48 crore as compared to Rs, 126.79 crore in the previous year. The increase in share capital is due to the issue of equity shares during the year; as mentioned below:

- 10,924,029 Equity Shares of Rs, 10/- each as part of the Company''s IPP;

- 619,925 Equity Shares of Rs,10/- each to employees pursuant to Quess Corp Employees'' Stock Option Scheme 2009 (Amended); and

- 7,149,263 Equity Shares of Rs, 10/- each to shareholders of Manipal Integrated Services Private Limited ("MIS") under the scheme of arrangement amongst the Company, shareholders of MIS and creditors.

- The Company has neither issued shares with differential rights nor issued sweat equity shares to the employees or Directors of the Company, under any Scheme.

- As on 31 March, 2018, none of the Directors of the Company hold shares in the Company except Mr Ajit Isaac, Mr Subrata Nag , Mr. Pravir Vohra and Ms. Revathy Ashok who holds 1,75,85,960 Equity Shares, 55,128 Equity Shares, 1,000 Equity Shares and 150 Equity Shares of the Company respectively

5. FINANCIAL LIQUIDITY

Cash and cash equivalents including other bank balances as at 31 March,2018 was Rs, 836.51 crore( Previous year Rs, 462.60 cores).

The Company''s working capital management is based on a well-organized process of continuous monitoring and controls on Receivables, inventories and other parameters.

6. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. ICRA, a reputed Rating Agency, has reaffirmed the long-term rating of [ICRA]AA-(pronounced ICRA double A minus) outstanding on the Rs, 500 crore long-term fund based facilities and Rs, 150 crore NCD programme of Quess Corp Limited. The outlook on the long term rating has been changed to Positive from Stable. ICRA has also reaffirmed the short-term rating of [ICRA]A1 (pronounced ICRA A One plus) outstanding on the Rs, 8 crore short-term fund based facilities, Rs, 200 crore (enhanced from Rs, 30 crore) commercial paper programme and Rs, 23 crore (enhanced from Rs, 22 crore) short-term non fund based facilities of Quess Corp Ltd.

7. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retiring by Rotation

In terms of Section 152 of the CA 2013, Mr. Subrata Kumar Nag, who has been longest in the office, is due to retire by rotation at the ensuing Annual General Meeting ("AGM") and, being eligible, seeks re-appointment. The Board recommends his reappointment in the forthcoming AGM of the Company.

Declaration of Independence

The Company has received declaration from each Independent Director of the Company confirming that he / she meets the criteria of independence as prescribed under Section 149 of the CA, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").

Board evaluation

The nomination and remuneration committee ("NRC") conducted Board evaluation for the year under review. The evaluation of all the directors, committees, Chairman of the Board and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process have been explained in the Corporate Governance report. The outcome of the Board evaluation for FY 2018 was discussed by the NRC and the Board meetings.

Key Managerial Personnel

During the year under review,

- Mr. Manoj Jain was appointed as the Chief Financial Officer of the Company on 24 January, 2018.

- Mr. Subrata Kumar Nag who was the Executive & Wholetime Director and Chief Financial Officer of the Company was appointed as the Executive Director and Chief Executive Officer of the Company on 24 January, 2018 for a period of five years, subject to approval of shareholders.

- Mr. Ajit Isaac was re-appointed as the Chairman & Managing Director of the Company on 24 January, 2018 for a period of five years, subject to approval of shareholders.

- Mr. Ajit Isaac, Chairman & Managing Director, Mr. Subrata Kumar Nag, Executive Director & CEO, Mr. Manoj Jain, CFO and Mr. Sudershan Pallap, Company Secretary of the Company, are the Key Managerial Personnel (KMP) as per the provisions of section 203 of the CA 2013.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the CA 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the year ended 31 March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies, applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2018 and of the profit of the Company for the year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CA 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared annual accounts of the Company on a going concern'' basis;

5. The Directors 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

6. The Directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

10. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the CA 2013 and SEBI LODR Regulations during the year under review were in the ordinary course of business at an arm''s length pricing basis and do not attract the provisions of Section 188 of the CA 2013. The details of the transactions with related parties, if any, are placed before the Audit Committee on quarterly basis or as and when required.

Details of the related party transactions, which are exempted according to a proviso to Section 188 of the CA 2013, during FY 18 are disclosed in the financial statements.

The policy on Related Party Transactions, as approved by the Board, is available on the website of the Company at: http:// quesscorp.com/investor/corporate_governance.php.

11. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

In compliance with the provisions of the CA 2013 and SEBI LODR Regulations, the Board, on recommendation of the "NRC", approved the Policy for Selection and Appointment of Directors.

The aforesaid Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board so as to maintain an appropriate balance of skills and experience within the Board. The Policy also provides for selection criteria for 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.

12. AUDITORS

(a) Statutory Auditors

Under Section 139 of the CA 2013 and the Rules made there under, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section.

In line with the requirements of CA 2013, the existing Statutory Auditors, B S R & Associates LLP, Chartered Accountants (Registration No.116231W/W-100024), who have completed the maximum term permitted under section 139 of CA 2013, will retire at the ensuing Eleventh Annual General Meeting.

The Audit Committee and the Board of Directors of the Company recommended the appointment of Deloitte Haskins

& Sells LLP, Chartered Accountants (Firm Registration No.117366 W/W 100018) ("Deloitte") as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 11th AGM of the Company scheduled to be held on 26 July, 2018, till the conclusion of 16th AGM of the Company to be held in 2023, subject to the approval of the Shareholders of the Company at the ensuing 11th AGM.

Deloitte has confirmed the Company that their appointment, if made, would be within the limits prescribed under Section 141 of the CA 2013, and have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (''ICAI'') and holds valid certificates issued by the Peer Review Board of the ICAI. Deloitte has also furnished a declaration in terms of Section 141 of the CA 2013 that they are eligible to be appointed as statutory auditors and that they have not incurred any disqualification stated under the CA 2013.

The Board of Directors placed on record its appreciation for the services rendered by B S R & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company.

The Auditors report for FY 2018 does not contain any qualification, reservation or adverse remark, save and except disclaimer made by them in discharge of their professional obligation. The Auditors report is enclosed with the financial statements in this Annual report.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the CA 2013, the Board has appointed SNM & Associates, Company Secretaries as its Secretarial Auditors, to conduct the secretarial audit of the Company for FY 2018.

The Secretarial Auditor''s report for FY 2018 does not contain any qualification, reservation or adverse remark, save and except disclaimer made by them in discharge of their professional obligation. The Secretarial Auditor''s report is annexed herewith as Annexure - I.

13. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS

During the year under review, the Statutory Auditors of the Company have not reported any fraud as required under Section 143(12) of the CA 2013.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE CA 2013

The information pertaining to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134 (3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is furnished herein.

Your Company strives to conserve energy on a perpetual basis. Your Company has procured various energy saving devices and systems, which help in conserving energy. Your Company has reduced excessive illumination levels in all common areas by using switching or delamping and aggressively controlled lighting with new sensor technologies. Apart from this, your Company has installed LED lighting in common areas and other places wherever possible. Efforts were made to ensure optimum usage of air conditioners throughout its premises. The Company however, uses information technology extensively in its operations.

During the year under review, the Company''s earning and outgo in foreign exchange earning was Rs, 14.60 crore and Rs, 0.46 crore on standalone basis.

15. RISK MANAGEMENT POLICY

The Board of the Company has adopted the Risk Management Policy in order to assess, monitor and manage risk throughout the Company.

Risk is an integral part of the Company''s business, and sound risk management is critical to the success of the organization. The Risk Management policy, as approved by the Board, is available on the website of the Company at: http://quesscorp.com/investor/corporate_governance.php.

16. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of your Company is responsible for establishing and maintaining adequate financial controls as per the provisions of section 134 of the Companies Act, 2013. The Board has laid down policies and processes in respect of internal financial controls and ensures the controls to be adequate and operating efficiently.

These controls cover the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets of the Company, prevention and detection of its frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Company has an internal control system, commensurate with the size, scale and complexity of its operation. The scope and authority of the Internal Audit function is clearly defined by the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system of the company, its compliance with applicable laws/regulations, accounting procedures and policies. Based on the report of the Internal Auditors, corrective action were undertaken and thereby strengthen the controls. Significant audit observations and action plan were presented to the Audit Committee of the Board on quarterly basis.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Quess believes in creating significant and sustainable societal value, inspired by a vision to actively contribute to the community by creating a positive impact on the lives of people. The CSR initiatives are primarily carried out through the Care Works Foundation (CWF), a non-profit initiative established in January, 2014. Your Company continued the social development schemes initiated in previous years along with some new initiatives. These projects covered the broad thematic areas of Education, Health & Sanitation that are compliant with Companies Act 2013.

In compliance with Section 135 of the CA 2013 read with the Companies (Corporate Social Responsibility Policy) Rules

2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee). The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, and is available on Company''s website at: http://quesscorp.com/investor/corporate_governance.php.

Pursuant to the provisions of section 135 of the Companies Act, 2013 & Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy and details are contained in the Annual Report on the CSR Activities as provided under Annexure II.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.

19. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During FY 2018, the Company has received Nil complaints, as on 31 March, 2018. The Company has conducted 4 (four) workshops/ awareness programs and Online sessions scattering to 3025 employees on prevention of sexual harassment.

20. VIGIL MECHANISM

The Company has established a vigil mechanism and formulated a Whistle Blower Policy as per the provisions of section 177 of the Companies Act, 2013 and in line with Regulation 22 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015. The Policy provides the framework and processes through which the employees can express their genuine concerns. It also provides adequate safeguards against victimization of employees against any kind of discrimination, harassment or any unfair practice being adopted against them. The Policy is also available on the Company''s website at

http://quesscorp.com/investor/dist/images/pdf/Policies/

Quess_%20Whistleblowers_Policy.pdf.

21. MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, the Management Discussion & Analysis report is provided separately in this Annual Report.

22. CORPORATE GOVERNANCE

The Company has adopted best corporate practices, and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company follows the highest standards of business ethics. A report on Corporate Governance is provided separately in this Annual Report together with a certificate from the Practising Company Secretary confirming compliance, as per SEBI (LODR) Regulations, 2015.

No. of meetings of the Board

The meeting details are provided in the Corporate Governance Report that forms part of the Annual Report.

23. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year under review is annexed as Annexure - III.

24. EMPLOYEE STOCK OPTION PLAN (ESOP) AN EMPLOYEE SHARE PURCHASE SCHEME (ESPS)

Presently the Company has two schemes viz, Quess Corp Employees'' Stock Option Scheme 2009 (Amended) ("ESOP 2009") and Quess Corp Limited Employees'' Stock Option Scheme 2015 ("ESOP 2015").

The disclosures with respect to ESOP 2009 and ESOP 2015 as required by the Securities and Exchange Board of India (SEBI) (Share Based Employee Benefits) Regulations, 2014, has been annexed as Annexure - IV.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134 (3) (a) and Section 92 (3) of the CA 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at March 31, 2018 in form MGT 9 has been annexed as Annexure - V.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the CA 2013 are given under the Financial Statements.

27. PARTICULARS OF EMPLOYEES

Disclosure with respect to the the remuneration and other details as required under Section 197(12) of the CA 2013, and the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is annexed as Annexure VI, which forming part of this Report.

Statement containing particulars of employees pursuant to section 197(2) of the CA, 2013 and Rule 5(2), 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of section 136 of the CA, 2013, the reports and financial statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the statement containing particulars of employees. The copy of the said statement is available at the registered office of the Company during the business hours on any working day excluding Saturdays, Sundays and Public Holidays upto the date of the AGM. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

28. ACKNOWLEDGEMENTS

The Board places on record, its deep sense of appreciation to all of Quess'' employees and the Company''s stakeholders. The Board also place on record their sincere thanks to our clients, partners, vendors, bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company during the year under review. Your Directors also acknowledge the grateful support and confidence of the shareholders reposed in the Company and look forward the same in the future.

For Quess Corp Limited

Sd/-

Place:Bengaluru Ajit Isaac

Date: 17 May, 2018 Chairman & Managing Director

---

Mar 31, 2017

Dear Shareholders,

The Board of Directors (“Board”) of Quess Corp Limited (“Quess” or “Company”) with immense pleasure present their Tenth report on the business and operations of the Company for the financial year 2016-17 (“FY17”). This report is being presented along with the audited financial statements for the year.

1. FINANCIAL RESULTS (in Rs. crores)

Particulars	Consolidated		Standalone
	FY17	FY16	FY17	FY16
Revenue	4,157.36	3,435.01	3,360.72	2,918.18
Less: Cost of material and stores and spare parts consumed	46.88	48.14	36.04	41.71
Less: Employee benefit expenses	3,543.51	3,006.92	2,936.30	2,558.34
Less: Other expenses	344.17	228.87	210.21	174.08
EBITDA	222.80	151.08	178.17	144.05
EBITDA Margin	5.4%	4.4%	5.3%	4.9%
Add: Other Income	15.25	9.05	16.12	9.10
Less: Finance Costs	46.53	31.04	38.90	27.09
Less: Depreciation and Amortisation Expense	26.44	14.39	17.02	15.24
Add: Share of Profits in Associates	0.12	-	-	-
Profit Before Tax	165.20	114.70	138.36	110.82
Profit Before Tax Margin	4.0%	3.3%	4.1%	3.8%
Less: Tax Expense	51.76	33.52	48.15	32.27
Profit After Tax but before Minority Interest	113.44	81.18	90.21	78.55
Profit After Tax Margin	2.7%	2.4%	2.7%	2.7%
Add: Other Comprehensive Income/ (Losses)	(5.13)	3.81	(2.02)	4.29
Less: Minority Interest	(0.02)	-	-	-
Profit for the Year	108.33	84.99	88.19	82.84
Profit Available for Appropriation	108.33	84.99	88.19	82.84
Balance Carried Forward to Balance Sheet	108.33	84.99	88.19	82.84

The Company, its subsidiaries and associates have adopted “Ind AS” with effect from April 01, 2015, with the comparatives for the period ending March 31, 2016.

Material Changes

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

2. FINANCIAL PERFORMANCE AT A GLANCE The FY17 results were among the best in QuessRs.10 year history, with strong revenue growth and high earnings quality characterized by expanding profitability margins. Highlights of the year included -

- Consolidated Revenue grew by 21% from Rs.3,435 crores in FY16 to Rs.4,157 crores in FY17.

- Headcount grew by 54% from ~122,500 in FY16 to ~189,200 in FY17.

- Consolidated EBITDA grew by 47% from Rs.151 crores in FY16 to Rs.223 crores in FY17. EBITDA Margin expanded by 96 bps from 4.4% in FY16 to 5.4% in FY17.

- Consolidated PAT grew by 40% from Rs.81 crores in FY16 to Rs.113 crores in FY17. PAT Margin expanded by 36 bps from 2.4% in FY16 to 2.7% in FY17.

- Earnings per share (on a fully diluted basis) increased by 29% to Rs.9.10 in FY17 from Rs.7.03 in FY16.

- Cash flow from operations increased to Rs.74 crores in FY17 from negative Rs.50 crores in FY16. The free cash flow (Cash flow from operations less capital expenditure] for FY17 stood at Rs.36 crores, compared to negative Rs.72 crores in FY16.

- Quess announced 6 acquisitions and investments in FY17 with all the transactions closing happening in Q3 and Q4 of the year, with the exception of Manipal Integrated Services Pvt. Ltd. (MIS] which is expected to close in FY18. The financial results of FY17 are not reflective of these acquisitions. It is expected that the financial consolidation of these acquisitions will commence in full form in FY18.

Balance Sheet Analysis:

	FY17	FY16
Leverage Metrics
Debt: Equity	0.87x	1.05x
Working Capital Metrics
Receivables DSO	39 days	43 days
Return Metrics
RoCE (pre tax]	18.4% (post IPO]	23.8%
RoE (post tax]	18.2% (post IPO]	27.2%
Credit Rating
Long Term	[ICRA]AA- (Stable]	[ICRA]A (Positive]
Short Term	[ICRA]A1	[ICRA]A1

During the year, the Company maintained a close focus on keeping leverage levels under control. Key leverage metrics continue to be in line with historic levels despite acquisitions undertaken in the year concluded. The receivables position improved to a DSO of 39 days (compared to 43 days in FY16] despite the growth in Consolidated Revenue. This is indicative of the sustainable nature of revenue growth achieved across business segments.

Fund Raising During FY17: a) Initial Public Offering (IPO)

- Quess’ equity shares were listed on July 12, 2016, completing one of India’s most successful IPO by oversubscription rate (147 times]. The Company raised Rs.400 crores through a fully primary equity issuance and was listed at a market capitalisation of around Rs.6,400 crores.

- During the year, we utilised Rs.252 crores towards repayment of debt, capital expenditure, Mergers & Acquisitions and Working Capital funding, in line with the objects of the issue.

b) Issuance of Non-convertible Debentures

- In January 2017, Quess raised Rs.150 crores by issuing secured redeemable rated listed non-convertible debentures with a tenure of

5 years and an annual coupon of 8.25%, on a private placement basis. This was the first issuance of non-convertible debentures by Quess and was rated [ICRA]AA-(Stable]

- The proceeds were utilized for meeting Quess’ long term working capital requirements and other general corporate purposes.

Acquisitions during FY17:

Quess announced 6 acquisitions and investments in FY17 in keeping with its established track record of successful inorganic growth through strategic acquisitions to supplement business verticals, diversify revenue streams and integrate such acquired businesses to further strengthen the service portfolio.

a) Acquisitions

a.1) Manipal Integrated Services Private Limited (“MIS”):

- Quess agreed to acquire the facility management and catering (“FM Business”] of MIS on November 28, 2016. The acquisition was structured as cash-cum-stock deal with an initial investment of Rs.220 crores by Quess to subscribe to Compulsorily Convertible Preference Shares of MIS for securing an interest in the FM Business. Subsequently, the FM Business of MIS will be demerged into Quess pursuant to a Scheme of Arrangement which will see Quess issue approximately 7.15 million equity shares to equity shareholders of MIS.

- In addition to Manipal Group entities, MIS serves more than 120 clients with presence in Healthcare, Education and BFSI sectors. As at March 31, 2017, MIS had headcount in excess of 17,000 associates. The FM Business of MIS closed FY17 with revenue of ~ Rs.459 crores and EBITDA of ~ Rs.51 crores.

- Quess and Manipal Education and Medical Group (“MEMG”], have also entered into a long term partnership under which Quess will provide facility management, catering and security services to all MEMG affiliated entities for a minimum period of five years.

- This acquisition gives Quess’ Integrated Facility Management (“IFM”) business a strong foothold in the rapidly growing healthcare and education FM space, while building a strategic partnership with the Manipal Group

- Quess has received approval from Stock Exchanges and the scheme of arrangement is under consideration of the National Company Law Tribunal.

a.2) Comtel Solutions Pte Limited (“Comtel”):

- Quess acquired Comtel on February 14, 2017 at an enterprise valuation of ~SGD 41.95 million. Quess has acquired 64% in Comtel with the balance stake to be acquired in a phased manner by FY22.

- Comtel is one of Singapore’s largest independent IT staffing companies with services offered across staffing solutions, managed services solutions, and recruitment and search services with operations across Singapore, Malaysia and Indonesia. Comtel serves more than 60 clients, including marquee names in BFSI, Engineering and IT sectors. As on March 31, 2017, Comtel had headcount in excess of 1,200 associates.

- The Comtel acquisition provides Quess with market leadership in Singapore IT Staffing market, while serving as a springboard for expansion of other Quess’ services such as general staffing, managed services for technology, training & skill development, and facility management to Singapore.

- Comtel closed FY17 with revenue of SGD 96 million and EBITDA of SGD 8 million.

a.3) Terrier Security Services (India) Private Limited

(“Terrier”):

- Quess entered into an agreement to acquire 74% stake in Terrier on October 19, 2016, subject to the approval of Foreign Investment Promotion Board (FIPB). Quess completed the acquisition of 49% stake in Terrier for a consideration of Rs.72 crores on December 9, 2016.

- With a track record of over 28 years, Terrier is among the leading providers of manned guarding services in India. Headquartered in Bengaluru, Terrier has a pan India footprint with presence across 14 states across 60 cities.

- The acquisition marks Quess’ entry into the manned guarding space. It cements Quess’ market leading presence in facility management and presents significant cross selling opportunities.

- The Company filed the application with FIPB for approval of the acquisition of the additional 25% equity stake in Terrier in January 2017 and the same is under consideration by the FIPB.

a.4) I nticore VJP Advance Systems Private Limited (“Inticore”):

- Quess entered into an agreement to acquire 74% stake in Inticore on November 28, 2016, adding capability to design advance engineering solutions to the Industrials business segment. Quess paid a sum of Rs.3.50 crores as subscription to fresh equity shares of Inticore. The transaction was closed on December 01, 2016.

- Based out of Coimbatore, Inticore is an engineering design and solution company focused on aerospace, engineering, defence and oil & gas sectors.

- The acquisition of I nticore is a strategic fit with Quess’ Industrials business. The investment is envisaged to boost Inticore’s capability in developing engineering solutions.

b) Investments

b.1) Simpliance Technologies Private Limited (“Simpliance”):

- Quess entered into an agreement to acquire 45% stake in Simpliance on October 19, 2016 for a primary investment of Rs.2.50 crores. As on March 31, 2017 Quess holds 27% equity stake in Simpliance.

- Based out of Bengaluru, the technology platform developed by Simpliance has shown successful results for corporates and staffing companies.

- The investment in Simpliance is a play on digital India. The Simpliance platform enhances Quess’ core offerings in labour law compliance, adding a strong layer of automation to the compliance management function.

b.2) Heptagon Technologies Private Limited (“Heptagon”):

- Quess agreed to acquire 26% equity stake in Heptagon on January 23, 2017 for a sum of Rs.5.50 crores as subscription to fresh equity shares of Heptagon. Quess further agreed on May 16, 2017 to make a further primary equity investment of Rs.4.27 cr in Heptagon to increase stake upto 46%.

- Heptagon is engaged in niche software development and working with machine learning, automation and mobile technologies. The investment in Heptagon is a part of the digitization effort being implemented across Quess. The products being developed at Heptagon through the investments made by Quess are part of the digital roadmap laid out for each of the businesses.

Details of Subsidiaries and Associates during FY17.

A statement containing salient features of financial statement of subsidiaries in form AOC-1 is attached to the financial statements in accordance with section 129 of Companies Act, 2013 (“CA 2013”).

Further pursuant to Section 136 of CA 2013, financial statements of the company, consolidated along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the company.

3. DIVIDEND

The Board of Directors has decided not to recommend any dividend for the financial year under review. Going forward, the dividend, if any, will be declared as per Dividend Distribution policy and depend on a number of factors, including but not limited to the Company’s profits, capital requirements, overall financial condition, contractual restrictions and other factors considered relevant by the Board.

The Board of Directors of the Company had approved the Dividend Distribution Policy on May 16, 2017 in line with the SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 (SEBI LODR Regulations). The Policy is uploaded on the Company’s website at http://quesscorp. com/investor/dist/images/pdf/Policies/Dividend_ Distribution_Policy. pdf.

4. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs.Nil crore to the General Reserves. An amount of Rs.121 crore is proposed to be retained in the Consolidated Statement of Profit and Loss.

5. SHARE CAPITAL

The Company’s paid-up Equity Share Capital as on March 31, 2017 was Rs.127 crore as compared to Rs.113 crore in the previous year. The increase in share capital is due to the issue of 12,618,297 Equity Shares as part of the Company’s IPO and the allotment of 837,608 Equity Shares to employees pursuant to Quess Corp Employees’ Stock Option Scheme 2009 (Amended).

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. As on March 31, 2017, none of the Directors of the Company hold shares in the Company except Mr. Ajit Isaac, Mr. Subrata Kumar Nag and Mr. Pravir Kumar Vohra who hold 18,585,960 Equity Shares , 12,102 Equity Shares and 192 Equity Shares of the Company respectively.

No disclosure is required under Section 67(3)(c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

The Company has not issued any convertible instrument during the year.

6. FINANCIAL LIQUIDITY

Cash and cash equivalent as at March 31, 2017 was Rs.460 crore (Previous year Rs.109 crore).

The Company’s working capital management is based on a well-organized process of continuous monitoring and controls on receivables, inventories and other parameters.

7. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. ICRA, a reputed Rating Agency, has upgraded the credit rating of the Company from [ICRA]A (Positive) to [ICRA]AA- (Stable) for the long term fund based limits in July 2016. The credit rating was reaffirmed in January 2017 along with the same rating for the Company’s nonconvertible debentures. ICRA reaffirmed the credit rating of [ICRA]A1 for the short term financial instruments of the Company in July 2016 and January 2017.

8. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retiring by Rotation

In terms of Section 152 of the CA 2013, Mr. Chandran Ratnaswami is due to retire by rotation at the ensuing Annual General Meeting (“AGM”) and, being eligible, offered himself for re-appointment.

Declaration of Independence

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the CA 2013 and SEBI LODR Regulations.

Key Managerial Personnel

During the year under review,

- Mr. Sudershan Pallap was appointed as the Compliance Officer and Company Secretary of the Company in place of Mr. N.V.S. Pavan Kumar, who had resigned from the said post w.e.f. November 28, 2016.

- Mr. Subrata Kumar Nag who is currently the Executive & Whole-time Director was reappointed as the Group CFO of the Company w.e.f. April 5, 2017 in place of Mr. Balasubramanian S, who held the office of Group CFO from January 23, 2017 till April 4, 2017 before resigning.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the CA 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the accounts for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year under review;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CA 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared annual accounts of the Company on a going concern’ basis;

5. the Directors 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

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

11. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the CA 2013 and SEBI LODR Regulations during the year under review were in the ordinary course of business and at an arm’s length pricing basis and do not attract the provisions of Section 188 of the CA 2013. The details of the transactions with related parties, if any, are placed before the Audit Committee from time to time.

Details of the related party transactions, which are exempted according to a proviso to Section 188 of the CA 2013, during FY17 are disclosed in Note 43 of the financial statements.

The policy on Related Party Transactions, as approved by the Board, is displayed on the website of the Company at http://quesscorp.com/investor/corporate_governance. php.

12. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

In compliance with the provisions of the CA 2013 and SEBI LODR Regulations, the Board, on the recommendation of the Nomination and Remuneration Committee (“NRC”), approved the Policy for Selection and Appointment of Directors.

The aforesaid Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board so as to maintain an appropriate balance of skills and experience within the Board. The Policy also provides for selection criteria for 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.

13. AUDITORS

(a) Statutory Auditors

At the 9th AGM held on May 23, 2016, the Members approved the appointment of M/s. B S R & Associates LLP, Chartered Accountants (Registration No.116231W/W-100024) as the Statutory Auditors from conclusion of the 9th AGM until the conclusion of the 10th AGM. As recommended by the Audit Committee, the appointment of M/s. B S R & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company until the conclusion of the 11th AGM is being included in the Notice of the ensuing AGM for your approval. There are no qualifications, reservation or adverse remark made by the Auditor’s Report, save and except disclaimer made by them in discharge of their professional obligation.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the CA 2013, the Company had appointed Mr. S. N. Mishra, Practising Company Secretary as the secretarial auditors to conduct the secretarial audit of the Company for FY17. The report of secretarial auditor for FY17 is annexed herewith as Annexure - I to Directors’ Report. There are no qualifications, reservation or adverse remark made by the Secretarial Auditor in their report, save and except disclaimer made by them in discharge of their professional obligation.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE CA 2013

The provisions of Section 134(3) (m) of the CA 2013 relating to conservation of energy and technology absorption do not apply to the Company. The Company, however, uses information technology extensively in its operations.

During the year under review, the Company’s earning and outgo in foreign exchange earning was Rs.17 crores and Rs.1 crores respectively. In connection with the foreign exchange outgo, you are also advised to refer note 41 to Accounts.

15. RISK MANAGEMENT POLICY

The Board of the Company has adopted the Risk Management Policy in order to assess, monitor and manage risk throughout the Company.

Risk is an integral part of the Company’s business, and sound risk management is critical to the success of the organization. The Risk Management policy, as approved by the Board, is displayed on the website of the Company at http://quesscorp.com/investor/corporate_governance. php.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) Quess believes in creating significant and sustainable societal value, inspired by a vision to actively contribute to the community by creating a positive impact on the lives of people. The CSR initiatives are primarily carried out through the CareWorks Foundation (CWF], a non-profit initiative established in January, 2014.

Your Company continued the social development schemes initiated in previous years along with some new initiatives. These projects covered the broad thematic areas of Education, Health and Sanitation that are compliant with CA 2013.

In compliance with Section 135 of the CA 2013 read with the Companies (Corporate Social Responsibility Policy] Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee].

The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, and is available on Company’s website at http://quesscorp.com/investor/ corporate_governance.php

The disclosure of contents of CSR policy pursuant to clause (o] of sub-section (3] of section 134 of CA 2013 and Rule 9 of the Companies (Corporate Social Responsibility] Rules, 2014 is annexed herewith as Annexure - II to the Directors’ Report.

The CSR activities carried out by the Company during FY17 are detailed below:

1. CSR Programs undertaken by CWF were

a. School Enhancement Programme

CWF School Enhancement Programme is the flagship education initiative of Care works Foundation, aimed at holistic development of government schools. Its objective is to support quality education for underprivileged children, laying special emphasis on education for girls and children from marginalized communities.

Objectives

- To improve the standard of education by strengthening the existing infrastructure and providing basic facilities

- To achieve universal education in line with the United Nations Millennium Development Goals.

Reach

- Working with 30 schools, 6000 children and 200 teachers

- In FY17, we adopted 14 schools

b. School Environment Programme

The key objective is to create physical school infrastructure in a manner that enhances the attractiveness of schools among children, encourage them to attend classes regularly and also, strengthen their learning outcomes. Hence, it strives to build schools that are safe, comfortable, attractive, child-friendly and accessible to all children.

Objectives

- Renovating and upgrading the existing school infrastructure

- Ensuring barrier-free access

- Incorporating appropriate safety measures

- Setting up child-friendly school infrastructure

- Building school spaces as pedagogic resources

- Providing essential amenities (drinking water, hand wash areas, rest rooms] in schools

- Facilitating the maintenance of school infrastructure

c. Health Programmes

CWF organises general, dental and eye camps to ensure the general well being of students. In FY17, CWF health programmes covered 2,000 children and treated major dental issues.

Objectives

- Improving sanitation facilities

- Maintaining clean and sanitized wash rooms for young boys and girls

- Improving awareness of cleanliness and sanitation via training programs to school teachers and children

- Ensuring accessibility to pure drinking water with installation of purifiers at school campuses

Additionally, CWF distributed education kits to over 5000 school children and also awarded 240 scholarships for meritorious students from economically deprived background.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.

18. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During FY17, the Company has received 7 complaints, of these 7 complaints have been resolved and there were no pending Complaints as on March 31, 2017. The Company has conducted 22 workshops/ awareness programs on prevention of sexual harassment.

19. VIGIL MECHANISM

The Company has adopted the Whistle-blower Policy, and details of the same are explained in the Corporate Governance Report. The Policy is also available on the Company’s website at http://quesscorp.com/investor/ dist/images/pdf/Policies/Quess_%20Whistleblowers_ Policy.pdf

20. MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion & Analysis is provided separately in this Annual Report.

21. CORPORATE GOVERNANCE

The Company has adopted best corporate practices, and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company follows the highest standards of business ethics. A report on Corporate Governance is provided separately in this Annual Report.

The details of the meetings of the Board of Directors held during FY17 are mentioned in the aforesaid Corporate Governance Report.

22. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year under review is annexed as Annexure - III to the Directors’ Report.

23. EMPLOYEE STOCK OPTION PLAN (ESOP) Presently the Company has two schemes viz, Quess Corp Employees’ Stock Option Scheme 2009 (Amended) (“ESOP 2009”) and Quess Corp Limited Employees’ Stock Option Scheme 2015 (“ESOP 2015”)

The disclosures with respect to ESOP 2009 and ESOP 2015 as required by the Securities and Exchange Board of India (SEBI) (Share Based Employee Benefits) Regulations, 2014, have been annexed as Annexure - IV the Directors’ Report.

24. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134 (3a) and Section 92 (3) of the CA 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at March 31, 2017 in form MGT 9 has been annexed as Annexure - V the Directors’ Report.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the CA 2013 are given in the notes to the Financial Statements.

26. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of CA 2013, and the Rules framed thereunder is provided in a separate annexure forming part of the Directors’ Report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the CA 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. ACKNOWLEDGEMENTS

The Board places on record, its deep sense of appreciation to all of Quess’ employees and the Company’s customers. The Board also thank all the shareholders, investors, vendors, service providers, bankers and all other stakeholders for their continued and consistent support to the Company during the year.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, the Tax Authorities, the Ministry of Commerce, Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Finance, the Customs and Excise Departments, Securities and Exchange Board of India, Stock Exchanges and other governmental/ semi-governmental bodies and look forward to their continued support in all future endeavours.

28. CAUTIONARY STATEMENT

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company’s operations include global and domestic economic developments, competitor behaviour, changes in government regulations, tax laws and litigation.

For Quess Corp Limited

Sd/-

Bengaluru, Ajit Isaac

May 16, 2017 Chairman, Managing Director & CEO

---

Mar 31, 2016

To the members of Quess Corp Limited .

The Directors are pleased to present the {^Annual Report and the audited accounts for the financial year ended March 31, 2016:

Financial summary or highlights/Performance of the Company (Standalone & Consolidated)
Particulars	Standalone		Consolidated
(In Rs Crores)	01.04.2015-31,03.2016	01.01.2014-31.03.2015	01.04.2015-31.03.2016 1	01.01.2014-31.03.2015
Revenue from operations	2,918.18	2,373.28	3,435.01	2,567.06
Other Income	8.36	6.58	8.43	7.74
Total Income	2,926.54	2,379.86	3,443.44	2,574.80
Operating Expenses	2,761.32	2,242.18	3,271.27	2,438.06
EBITEDA	165.22	137.68	172.17	136.74
Depredation& Amortization	16.45	17.02	16.02	10.14
Finance Cost	27.09	20,93	30.79	21.83
Profit before tax	121.68	99.73	125.36	104.77
Tax Expenses
-Less: Minimum alternate tax / Current tax	61.35	29.73	62.45	29.08
-Less: Tax charge / (credit) for earlier years	(6.46)	-	(6.46)	-
-Less: Deferred tax charge/(credit)	(18.81)	6.93	(20.35)	6.80

Profit before minority interest	35.59	99.72	89.72	66.83
-Less: .Minority interest	-	-	-	-
Net Profit/(loss) after net tax /deferred tax	85.59	63.74	89.77	68.89
Basic EPS (Rs.)	7.56	7.55	7.92	8.16
EPS fully diluted (Rs.)	7.42	5.98	7.77	6.46

Our results in 2016 were the best in our 9-year history, with higher profitability backed by strong revenue growth. Our revenue and profit grew in absolute terms over the previous audited period, despite the previous audited period encompassing 15months (compared to the current 12 month period).

; Our consolidated revenue grew by 34% from INR 2,575cr in FY15 (15 months) to INR 3,443cr in FY16. Earnings per share increased 20% to INR 7.77per share (on a fully diluted basis).

Over the past 7 years, our employee headcount has increased by a CAGR of 59% from ~4,700 in 2009 to -121,500 in 2016.

Here’s how each of our businesses performed In 2016:

Revenue Performance (in INR cr):

Business Segment .	12 Month Period ended Mar 31st. 2016	15 Month Period ended Mar 31st. 2015	Revenue Growth %
People & Services (P&S)	1,949.86	1,403.60	39%
Global Technology Services (GTS)	921.69	738.10	25%
Integrated Facility Management (IFM)	372.42	302.66	23%
Industrial Asset Management (IAM)	193.40	129.69	49%
Unallocated Other Income	6.07	0.75	-
Total	3,443.44	2,574.80	34%

Profitability Analysis (in INR cr):

Business Segment	12 Month Period ended March 31st. 2016		15 Month Period ended March 31 , 2015
	EBITDA	EBITDA Margin	EBITDA	EBITDA Margin
P&S	67.92	3.5%	39.07	2.8%
GTS	66.68	7.2%	62.94	8.5%
IFM	22.67	6.1%	20.83	6.9%
[AM	22.13	11.4%	18.28	14.1%
Unallocated	(7.22)	-	(4.38)
Total	172.17	5.0%	136.74	5.3%

As you can see in the table above, all of our business segments registered revenue growth in excess of 23% on absolute terms. Our GTS segment registered decline in margin due to acquisitions of Brainhunter. Setting aside the impact of Brainhunter, the GTS EBITDA for FY16 would have touched INR 72 cr with an EBITDA margin of 13%. We remain confident that the acquisition of Brainhunter will soon bear fruit. The out-performance in terms of revenue growth and earnings quality is the direct result of the top quality management helming each of our business segments and our client focused business model.

One of the key reasons for our success is our decentralized structure where each President is responsible for the success of his or her operations. There is no better way to empower people. The leaders of our profit centers, in effect, are presidents of their own operations and are responsible for providing outstanding customer service, looking after their employees and providing superior returns on capital employed. This is a very important, empowering structure for our company, and we are excited about its possibilities.

Our clients are the sole reason for us being in business and our entire business model is focused on keeping them happy. We position ourselves as partners of our clients who manage the SG&A side of their income statement. Each business segment of ours is geared towards handling a specific SG&A element of our client in an effective and efficient manner. Our clients have responded well to our “partnership model* and have in fad taken us along as they have expanded globally. Our operations in Manila (commenced in 2014) and Kuala Lumpur (started in 2015), in response to requests from our IT Staffing clients, are good examples of this.

Our relentless focus on margin expansion means that keeping G&A costs under control and optimizing operational leverage across the group is a key focus area for us. 0ur250 people strong Shared Services Center (“SSC), which houses common group level functions including finance, admin and payroll under a single roof, is designed to drive economies of scale and provide us with significant operational leverage. We have recently embarked on benchmarking our SSC operations against industry best practices, in order to drive higher efficiencies and keep our G&A costs under control.

Balance Sheet Analysis:

	12 Month Period ended March 31st, 2016	15 Month Period ended March 31st, 2015
Net Worth	345.58	250.73
Debt	374.48	220.43
Other Non Current Liabilities	46.47	9.18
	766.53	480.34
Fixed Assets	52.92	18.88
Intangibles	204.55	110.42
Other Non Current Assets	113.05	57.36
Receivables	428.20	254.83
Cash	109.35	81.83
Other Current Assets	329.79	194.57
Payables and Other Current Liabilities	(471.33)	(237.55)
	766.53	480.34
Leverage Metrics (on an annualized basis)*
Debt: Equity	1.08	0.9
Debt: EBITDA	2.2	1,6
Working Capital Metrics (on an annualized basis)1
Receivables DSO	45 days	45days
Return Metrics (on an annualized basis)*
ROCE (ore tax)	29%	30%
ROE (post tax)	30%	25%

Quess continues to be financially conservative with focus on keeping leverage levels under control. We believe that revenue growth, margin expansion and acquisition should not to at the cost of the balance sheet As can be seen from the table above, key leverage metrics continue to be under control despite the acquisitions undertaken in the year concluded. Similarly, the receivables position continues to be under control with the average DSO remaining around 45 days. This in turn is indicative of the high quality and sustainable nature of revenue growth that we have achieved across our business segments.

Our focus on strengthening our balance sheet even while sustaining market leading growth is beginning to be recognized externally as well. Our long term credit rating continues to remain at [ICRAJA , a dear validation of our focus on responsible and sustainable growth.

Acquisitions and New Additions to Quess:

Financial year 2016 was also an eventful year on the acquisition front with Quess with the dosing 3acquisitions - Aramark India in April 2015; acquisition of residual 51% stake in MFX in January 2016; and acquisition of Randstad Lanka in April 2016, furthering our strategy of expanding presence in south-east Asia.

- MFX:

- Based out of Morristown, NJ (US), MFX is a leading provider of hosted information technology applications and outsourcing solutions for the U.S. commercial property and casualty insurance industry,

- Quess acquired significant stake (49%) in MFX from Fairfax in November 2014, and residual 51% stake on January 1,2016

- Aramark India:

- Headquartered in Mumbai, Aramark India (renamed as Aravon) is a facility management company with operations in more than 80 sites pan-India. The company has a workforce of over 2,500 employees spread across 9 states,

- Quess acquired Aravon from Aramark in April 2015. The acquisition has given us a strong presence in Western India, in addition to providing a niche presence in hospitality and healthcare facility management.

- Randstad Lanka:

- Headquartered in Colombo, Randstad Lanka offers staffing and human resource solutions in Sri Lanka, o With over 550 employees, Randstad Lanka has a pan Sri Lankan presence servicing several MNCs and leading Sri Lankan corporate.

The above acquisitions were completed at low cost and are examples of our philosophy of “deep value investing”. All of these acquisitions in areas that are contiguous to the business services space that we operate in and are expected to emerge as key drivers of growth and profitability going forward.

Initial Public Offering of Equity Shares:

Quess filed its Draft Red Herring Prospectus with the Securities and Exchange Board of India (“SEBI") on February 2,2016, for raising Rs. 400 crore through an Initial Public Offering (IPO) of its equity shares. The Company received conditional approval from SEBI for its IPO on April 26, 2016. Net proceeds from the issue will be used for funding incremental working capital requirements, repayment of debt, funding of acquisitions and strategic initiatives, and capital expenditures for our IAM, IFM and GTS businesses.

Analysis of Business Performance:

People and Services:

Our People and Services (P&S) business provides specialized service offerings In Search, Recruitment & RPO, General Staffing, Training & Skill Development, Payroll & Compliance and Retail Solutions. We are currently the third largest general staffing company In India, based on number of employees.

FY16 saw the top line of the P&S business segment grow by 39% to INR 1,949.86cr with EBITDA growth of 74% to INR 67.92cr. High growth was accompanied by expansion of EBITDA margin from 2.8% to 3.5% due to focus on value added services and cost efficiencies.

Our Training and Skill Development business has emerged as one of the largest skilling company in India under the PPP model with 66 Centers running across 12 States. We trained 14,500 students in FY16 and today, we have 17 ongoing projects.

Global Technology Solutions:

Our Global Technology Solutions (GTS) business focuses on 3 major areas: IT Staff Augmentation, Solutions and Products. In IT Staff Augmentation, Magna has emerged as the largest player in India, with a strong presence in ASEAN markets. Through Brainhunter, we provide IT Staff Augmentation to the North American market. The Solutions & Products business is driven by MFX with offices and datacenters in New Jersey and Virginia (USA) and Offshore Delivery Centers in Chennai and Bangalore.

The GTS business segment registered a top line growth of 25%, dosing FY16 at INR 921.69cr. EBITDA grew by 5.9%to 66.68 cr in FY16 with decline in EBITDA margin from 8.5% to 7.2% due to losses at Brainhunter. Setting aside the impact of Brainhunter, the GTS EBITDA would be INR 72cr inFY16 with an EBITDA margin of13%.

Integrated Facility Management:

Our Integrated Facility Management (IFM) business serves as a one-stop-shop for all facility management needs. Under IFMG, we offer to our clients the entire gamut of facility management services under one roof: Soft Services (Housekeeping, Plumbing, Carpentry etc), Hard Services (HVAC and Electrical maintenance, Fire suspension system etc), Food and Hospitality (Corporate catering, Retail Vending etc) and Pest Control.

FY16 saw the top line of the IFMG business segment grew by 23% to INR 372.42cr with EBITDA of INR 22.67cr. In addition to our integrated service offering, our strong presence In IT/ITES and BFSI verticals have been the key drivers of our growth, During the year, we started facility management services in the B2C segment in partnership with Helper and a ramp up of our Pest Control and personalized home maintenance service offerings.

Industrial Asset Management:

Our Industrial Asset Management (IAM) business is a leading player in Plant Asset Management, offering comprehensive solutions in Industrial Operations & Maintenance and Managed Services (in Utilities & Telecom).

FY16 saw the top line of the IAM business segment grew by 49% to INR 193.40 cr. with EBITDA growth of 21% to INR 22.13 cr. High growth was primarily on account of growth in our telecom and utilities services business, carried out under the Mixed brand.

Infrastructure:

During the year, we added new offices in Bangalore, Chennai, tmphal, Mumbai, NCR, and Tiruchirapalli, in India, as well as offices in Singapore and Kuala Lumpur, Malaysia. As on 31.03.2016, we have 47 offices across 25 cities in India, as well as offices in North America (U.S.A and Canada), and South-East Asia.

Corporate Social Responsibility:

Quess believes in creating significant and sustainable societal value, inspired by a vision to actively contribute to the community by creating a positive impact on the lives of people, especially in the areas of health and education. Our CSR initiatives are carried out through the Care Works Foundation (CWF), a nonprofit initiative established in January, 2014.

CWF has till date made a difference to 5,700 lives. We have given below some of the work that is being done by the CWF team in FY 2016: _

Activities 2015-16	Project Cost(Rs.)	Plan for 2016-17
Education Kit: Given to children from 1st std to 7* Std. Education kit includes School bag, Note books & Stationeries. Benefited 2526 children.	12.00 Lakhs	To reach 1800 children providing Education Kits for their education.
Scholarship: Scholarship helps economically backwards students who have potential, but lack financial support, by giving them new opportunities for education through scholarship program. To help poor students excel in their chosen disciplines. Benefited : 124 students	8 Lakhs	Support 150 Meritorious children by providing scholarships to the need.
School Enhancement Program: School enhancement program is a flagship initiative of Quess. The focus is to work with government schools to enhance quality of education activities that support proper learning environment by providing habitable surroundings. . Benefited: 1300 children	88.40 Lakhs	Proposed to adopt 10 schools & support 1500 children through School enhancement programme.
Grant In Aid to economically challenged students for skill development and higher education	1.5 Lakhs	Considered as continuous activity for every financial year.
Chennai Rood Relief: Rescue, Rehabilitation and health programs organized for Flood victims. Also supported by giving food & basic necessities : Supported 13225 people	6.3 Lakhs	Quess through CWF is always committed to such supportive rehabilitation at times as and when takes place.

In conclusion, we have had a good year with several initiatives and acquisitions that are likely to bear fruit over the next few years. Even as we continue to grow, our focus remains on the bottom line and on maintaining a healthy balance sheet. Our focus in ail this is to secure just rewards for all of our stakeholders (our clients, our shareholders, our employees and our bankers) who have stood by us through out.

Material changes occurred subsequent to the dose of the financial year of the Company to '' which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sate or purchase of capital assets or destruction of any assets etc.

No dividend payout to the shareholders has been recommended by the Board of Directors of the Company for the current year.

An amount of Rs.85,00,12,920/- of Free Reserves i.e., from Securities Premium Account was appropriated to issue 8,50,01,292 bonus shares to the existing shareholders of the Company in the ratio of three equity shares for every one equity share held.

Your Company has the following subsidiary companies as on 31.03.2016:

Indian Subsidiaries:

1. Aravon Services Private Limited (CIN: U93000MH2007FTC172493)

2. Coachieve Solutions Private Limited(C!N: U72300DL2007PTC166789)

3. MFX Infotech Private Limtted(C!N: U72200KA2014PTC074949)

Overseas subsidiaries:

1. Brainhunter Systems Limited, Canada

2. Brainhunter Companies LLC, USA

3. Brainhunter Companies Canada, Inc.

4. IKYA Business Services (Private) Limited, Sri Lanka

5. MFXchange Holdings Inc., Canada

6. MFXchange US, Inc., USA ,

7. MFXchange (Ireland) Limlted(in voluntary liquidation)

8. Mindwire Systems Limited, Canada

9. Quess Corp (USA) Inc., USA

10. Quess (Philippines) Corp., Philippines

H.Quesscorp Holdings Re. Ltd., Singapore

12. Quessglobal (Malaysia) Sdn. Bhd., Malaysia

Subsidiaries acquired after 31.03.2016:

1. Randstad Lanka (Private) Limited, Sri Lanka

During the year MFXchange Holdings Inc., Canada along with its subsidiaries, which were earlier associate companies of the Company have become wholly owned subsidiaries of the Company upon acquisition of remaining 51% stake in MFXchange Holdings Inc, Canada by Quesscorp Holdings Pte. Ltd. Further, the Company has invested in Styracorp and IME Consultancy through the Company’s wholly owned subsidiary Quesscorp Holdings Re. Ltd. Singapore.

As on the date of this report the Company has acquired Randstad (Lanka) Private Limited from Randstad India Private Limited through the Company’s wholly owned subsidiary Quesscorp Holdings Re. Ltd. Singapore and has become a wholly owned subsidiary of the Company.

A detailed financial position and summary of performance of the company on consolidated basis covering the financial highlights of each subsidiary during the financial year was referred under a separate section above,

There are no deposits accepted, remained or unpaid during the financial year.

As on 31.03.2016 the share capital of the Company Is as below:

- Authorized Share Capital: Rs. 200,00,00,000 divided into 20,00,00,000 equity shares of Rs.1O each.

- issued & Paid up share Capital: Rs. 113,33,50,560 divided into 11,33,35,056 equity shares of Rs.10 each.

- During the year:

- Authorized Capital: The authorized share capital of your Company was increased from Rs.1,131,046,310 divided into 113,104,631 Equity Shares of Rs.10 each to Rs.2,000,000,000 divided into 200,000,000 Equity Shares of Rs.10 each

- Rights Issue: Subsequent to the offer of rights issue made by the Company in the ratio of 0.099 for every one equity share to the existing shareholders, Mr. Ajit Isaac and Thomas Cook (India) Limited renounced their rights in favour of Net Resources investments Private Limited and accordingly 25,60,000 equity shares of Rs.10/-each were allotted on rights basis on December 22,2015.

- Bonus Issue: Subsequent to the approval of shareholders on December 23, 2015 at their extra-general meeting, 8,50,01,292 equity shares of Rs.10/- each were allotted to the existing shareholders of the Company on January 5,2016, by way of a bonus issue In the ratio of three equity shares for every one equity share held in the Company.

- Post above allotments, Thomas Cook (India) Limited, Holding company of your Company holds 69.55% and Mr. Ajit Isaac holds 16.40% as a part of the promoter holding and Net Resources India Private Limited holds 13.56% as a part of the promoter group.

During the year the shareholders of the Company have approved in terms of Section 62(1 )(c) of the Companies Act, 2013 approved the further issue of equity shares of the Company by way of a proposed initial public offering at a meeting of shareholders by way of an Extra- Ordinary General Meeting held on December 23, 2015. In this regard the shareholders approved for creation, offer, issue and allotment in an initial public offering of equity shares of the Company, aggregating to Rs.4000 Million (Rs.400 Crores) and to further to effect the same, filed a Draft Red Herring Prospectus (DRHP) with the Securities Exchange Board of India at its office situated in Chennai and further planning for the necessary compliances in relation to filing of a Red Herring Prospectus(RHP)& Offer document (Prospectus) with the ROC/SEB)/Stock Exchanges in this context. An in-principle listing approval was also obtained from National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) at Mumbai.

As on date of this report, your shareholders including the promoter and promoter group were holding 99.98 % of the total paid up share capital in electronic form. .

After the commencement of the Companies Act, 2013 there were no stock options granted to any promoter or any independent Director. There were no stock options granted during the period tinder the schemes of ESOP to employees.

As on date the Company has two employee stock option schemes namely Quess Corp Employees’ Stock Option Scheme 2009 (Amended) and Quess Corp Limited Employee Stock Option Scheme 2015.

During the year the shareholders of the Company based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company approved the variations of terms of the existing ESOP scheme of 2009 and further approved for a new ESOP Scheme of 2015.

As required under general instructions to the statement of profit and loss under Schedule HI to the Companies Act, 2013, a disclosure by way of additional information regarding aggregate expenditure incurred on Employee Stock Option Scheme (ESOP) was made as part of the notes to the accounts forming part of the financial statements of the Company. An Annexure -1 detailing the position of options granted, vested, exercised, lapsed/forfeited and details of exercise price if any, variation in terms of options and other details as required under Rule 12 of time Companies (Share Capital and Debentures) Rules, 2014 read with Section 62 of the Companies Act, 2013 enclosed to this report.

Audit Committee of the Board of Directors recommended for re-appointment of M/s. BSR& Associates LLP., Chartered Accountants (Registration No. 116231VWW-100024), as statutory Auditors of the Company considering the eligibility and their willingness to be re-appointed.

M/s. B S R & Associates LLP., Chartered Accountants (Registration No. 116231W/W-100024),who have offered themselves for re-appointment and have confirmed their eligibility In terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014, being recommended for re-appointment as Statutory Auditors of the Company, to hold office from the conclusion of the ensuing(9^tt'') Annual General Meeting until the conclusion of the next{10^lh) Annual General Meeting of the Company. Your Board recommends for your approval at the ensuing Annual General Meeting.

There were no qualifications to be responded by the Board of Directors on the Audit Report of M/s. B S R & Associates LLP. for members of the Company as there were no qualifications, reservation or adverse remark or disclaimer made by M/s. BSR & Associates LLP., Statutory Auditors of the Company in audit report for the members of the Company.

Inductions

- Ms. Revathy Ashok (DIN: 00057539), Mr. Pratip Chaudhuri (DIN:00915201) and Mr. Pravfr Kumar Vohra(DIN: 00082545) were appointed as Independent Directors of the Company effective July 24,2015;

- Mr. Sanjay Anandaram (DIN: 00579785), was appointed as Independent Director on the Board of the Company effective December 22,2015;

- Mr. Chandran Ratnaswami (DIN: 00109215) was appointed as Nominee Director of Thomas Cook (India) Limited effective January 18,2016.

In terms of Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act,2013, Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification^) or re-enactment thereof for the time being in force), Ms. Revathy Ashok (DIN: 00057539), Mr. Pratip Chaudhuri (DIN: 00915201) and Mr. Pravir Kumar Vohra(DIN: 00082545) who were appointed as Independent Directors on the Board of the Company for a period of five years from the date of their appointment effective July 24, 2015 by way of an approval by the shareholders at an Extra-Ordinary General Meeting held on December 23,2015.

Mr. Sanjay Anandaram (DIN: 00579785) was appointed as an Independent Director on the Board of the Company for a period of five years from the date of their appointment effective -December 22, 2015 by way of an approval by (lie shareholders at an Extra-Ordinary General Meeting held on December 23, 2015. Necessary declarations pertaining to declaration of independence of the afore appointed independent Directors In terms of Sections 149,152 of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013 were ascertained.

Mr. Chandran Ratnaswami (DIN: 00109215) was appointed as an Additional Director (Nominee of Thomas Cook (India) Limited) in terms of Section 101 of the Companies Act, 2013 and Article 45 of Article of Association of the Company at the meeting of the Board of Directors of the Company held on January 18,2016, who shall hold office up to the date of the ensuing annual general meeting. In this regard, the Company has received a notice from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Chandran Ratnaswami (DIN: 00109215) as a Director of the Company who will liable to retire by rotation.

The Company has also received an intimation from Mr. Chandran Ratnaswami (DIN: 00109215) in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that they are not disqualified in accordance with subsection (2) of Section 164 of the Companies Act, 2013.

Your Board recommends the above appointment for your approval.

Re-anointments

- Mr. Madhavan Menon, Nominee Director (holding DIN: 00008542) retires by rotation and being eligible offers himself for reappointment.

Your Board recommends his re-appointment at the ensuing Annual Genera! Meeting.

Retirements and resignations

- Mr. Mahendra Kumar Sharma (DIN: 00327684), Independent Director resigned as Director from the Board of the Company on June 30,2015;

- Mr. Marcel Raymond Parker(DIN: 00252900),a Non- Executive Director resigned as _: Director from the Board of the Company on November 30,2015;

- Mr. Harsha Raghavan(DJN: 01761512),a Nominee Director resigned as Director from the Board of the Company on January 8,2016 and

The Board places on record, its appreciation for the services rendered by Mr. Mahendra Kumar Shamia, Mr. Marcel Raymond Parker and Mr. Harsha Raghavan during their tenure as Directors on the Board of the Company.

Re-designations

» Mr, Ajit Abraham Isaac (DIN:00087168) has been re-designated as Chairman, Managing Director and CEO; and

- Mr. Subrata Nag (DIN: 02234000) has been re-designated as Whole time Director and CFO.

As on the date of this report Your Board of Directors have constituted the following committees of the Board:

1. Administration Committee

2. Audit Committee

3. Corporate Soda! Responsibility Committee

4. IPO Committee

5. Nomination and Remuneration Committee

6. Stakeholders Relationship Committee

Following the is the composition of the above referred committees of the Board*:

- Administration Committee	Mr. Ajit Isaac Member Mr. Subrata Nag, Member .
- Audit Committee	Mr. Pratip Chaudhuri, Chairman Mr. Chandran Ratnaswami, Member Mr. Revathy Ashok, Member Mr. Pravir Kumar Vohra, Member
- Corporate Social Responsibility Committee	Ms. Revathy Ashok, Chairperson Mr. Ajit Isaac Member Mr. Pravir Kumar Vohra, Member
- IPO Committee	Mr. Ajit Isaac Chairman Mr. Subrata Nag, Member Mr. Pratip Chaudhuri, Member Mr. Madhavan Menon, Member Ms. Revathy Ashok, Member
- Nomination and Remuneration Committee	Mr. Pravir Kumar Vohra, Chairman Mr. Chandran Ratnaswami, Member Mr. Pratip Chaudhuri, Member
- Stakeholders Relationship Committee	Mr. Madhavan Menon, Chairman Mr. Ajit Isaac Member Ms. Revathy Ashok, Member

An extract of the annual return as required under provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 in Form No. MGT - 9 forms part of this Board’s report as an Annexure II.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

A) Conservation of energy:

The Company has continued its effort of energy conservation. An endeavor for continual improvements in energy savings in areas such as air conditioning, power consumption, equipment functioning is a prime objective of our facilities management systems.

(B) Technology absorption: Not Applicable

(C) Foreign exchange earninas and Outgo: (Amount in Rs. In Crores)

Particulars	01.04.2015-31.03.2016	01.01.2014-31.03.2015
Total Exchange used (Cash basis)	Nil	Nil
Total Foreign Exchange Earned (Accrual Basis)	42.9C	52,86

A detailed note was given as part of the state of affairs of the Company in the first sections of the Report. A ‘committee of CSR was re-constituted during the year With a composition of Ms.

Revathy Ashok, an independent Director as its Chairperson, Mr. Ajit Isaac and Mr. Pravir Kumar Vohra as members of the Board Committee to ensure the compliance of CSR mechanism and the policy adopted by the Company. The contents of the policy and other details of the CSR implementation were posted on the company''s website at www.auesscorp.com. Annexure III in this regard is enclosed to this report.

Necessary declarations from all the Independent Directors that they met the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 were received and placed before the Board of Directors.

The Nomination & Remuneration Committee shall oversee the self-evaluation process for the evaluation process of performance of the Board and Committees of the Board as required under provisions of Section 178 of the Companies Act, 2013.

As per the policy devised by the Nomination & Remuneration Committee of the Board, the evaluation process shall take place annually at the time of approval of financial statements at the committees and board meeting. An Independent Director expert in such evaluation shall be the lead independent Director to oversee the complete evaluation mechanism and solicit the ideas of improving the governance in particular on the board and committees role in improving the functions& duties prescribed under the Companies Act, 2013 including those functions viz., improving personnel development, financials, major issues of strategy, risk, integrity, reputation and governance.

The details of managerial remuneration and of remuneration to Directors are given as part of -MGT-9 which is annexed to this report

Details of Board, General meetings and committee meetings held during the period 01.04.2015 till 31.03.2016:

Board of Directors	22.05.2015
	24,07.2015
	15.10.2015
	06.11.2015
	22,12.2015
	05.01.2016
	18,01.2016

Audit Committee	22.05.2015
	24.07.2015
	15.10.2015
	22.12.2015
	18^01.2016
Nomination and Remuneration Committee	22.12.2015
	24.07.2015
	22.12.2015
	18.01.2016
General Meetings: Annual and Extra-ordinary	26.05.2015
General Meetings	10.08.2015
	23.12.2015

Audit Committee of the Board of Directors have recommended for a vigil mechanism for the company and its subsidiaries and was adopted by the Board.

The Nomination and Remuneration Committee of the Board of Directors formulated the polity ensuring (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

In terms of the Compliance of Section 134(3) (e) of the Companies Act, 2013, as a company in compliance of provisions of Section 178 (1) of the Companies Act, 2013 making the disclosure of its Nomination and remuneration Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the provisions of the. Companies Act, 2013. A policy is enclosed as an Annexure IV to this report.

During the year the following loans, guarantees and securities provided by your companies to the following subsidiaries enclosed as an Annexure V to this report

In compliance of provisions of Section 186(4) of the Companies Act, 2013, the Company has given necessary and adequate disclosures as part of the financial statements by way of schedules and notes to the accounts forming part of the financial statements pertaining to the full particulars of the loans given, investments made or guarantees given or security provided along with the details of Interest charged under Section 186(7) of the Companies Act, 2013 and the purpose for which the said loans, guarantees or securities provided with utilization plans of the recipient of such loan, guarantee or security.

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain aim’s length transactions under third proviso thereto shall be disclosed in Form No. AOC -2 enclosed as an Annexure VI to this report.

Your Board of Directors have appointed M/s E&Y LLP, an audit firm of Chartered Accountants in practice, Bangalore as the Internal Auditors of the Company and the subsidiaries for conducting internal audit of the functions and activities of your company.

As required under Section 134(5) (f) of the Companies Act, 2013 and for the purpose of Section 143(3)(i) of the Companies Act, 2013 read with Rule 10 A of the Companies (Audit and Auditors) Rules, 2014, the Company has devised necessary and adequate internal financial control system to enable smooth operating effectiveness in the company which was duly verified and submitted before the Audit Committee of the Board by the Internal Auditors of the Company.

Your Board of Directors have appointed M/s SNM Associates, a firm of company secretaries in practice, Bangalore as the secretarial Auditors of the Company and the subsidiaries.

A Secretarial Audit Report given by M/s SNM Associates, Bangalore, a firm of company secretaries in practice is enclosed as an Annexure VU to this report

There were no explanations or comments by the Board of Directors as there were no qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in the secretarial audit report.

The SS-1 and SS-2 as revised from time to time as prescribed by the Institute of Company Secretaries of India (ICS!) as notified by the Ministry of Corporate Affairs being implemented by the Company for ail Its Board, Committee and General meetings.

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company is enclosed as Annexure VIII to this Report.

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors wish to place on record their appreciation for the sincere and .dedicated efforts to all the stakeholders for their sustained support, patronage and cooperation with which the Company is able to achieve the results. -

Place: By Order of the Board of Directors

of Quess Corp Limited

3/3/2, Bellandur Gate,

SaijapurMain Road,

Bangalore-560103,

Karnataka, India Ajit Isaac

Date: May 17,2016 Chairman & Managing Director