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:

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.

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

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:

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:

*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.