Quess Corp Ltd

Dear Members,

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:

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. 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:

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.

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.

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 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).

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.

In 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.

Quess'sstrategysupportsvaluecreationforitsclients 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.

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 Staffng, (ii) Professional Staffng, (iii) Overseas Business and (iv) Digital Platforms.

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.

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.

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.

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.

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,hasapprovedthere-appointmentofMr.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.

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.

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.

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.

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.

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/.

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'.

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.

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.

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.

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.

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.

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 requireenhancementforimprovedriskmanagement. 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/.

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.

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/.

In 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/.

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.

The criteria for making payment to Non-Executive Directors is available on the website of the Company at https://www.quesscorp.com/corporate-governance/.

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.

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.

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.

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.

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 staffng 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.

Our commitment to energy conservation is embedded in our operational philosophy and reafirmed 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/O_ 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.

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

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:

(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.

(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.

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.

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.

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

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:

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.

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

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:

*All the pending complaints have been resolved.

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 afirming 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.

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.

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.

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.

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.

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.

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

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.

The Ministry of Corporate Affairs (MCA) has undertaken a "GreenInitiative"toencouragepaperlesscommunications, contributing towards a greener environment. As part of this initiative, companies are permitted to send offcial 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.

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.