17.2 Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. On winding up of the Company, the holders of the equity shares will be entitled to receive the residual assets of the Company, after distribution of all preferential amounts (if any) in proportion to the number of equity shares held.

17.4 The Company has not issued any bonus share, made any buy back of shares or issued any shares for consideration other than cash, during the period of five years immediately preceding the reporting date. However the Company has issued equity shares under Employee Stock option plan for which only exercise price has been received in cash as below (refer note 41).

18.4 Capital redemption reserve

The Company had issued 12.33% cumulative redeemable preference shares having face value of'10 each and redeemable at ' 12 each. As per the provisions of the Companies Act, 2013, the Company is required to create a capital redemption reserve equivalent to the nominal value of shares redeemed out of the profits of the Company. Such reserve can be created out of the free reserves of the Company. Accordingly, the Company has created CRR out of the retained earnings of earlier years. As per the provisions of the Companies Act,2013, such CRR can be used for issuing fully paid up bonus shares.

20.1 The Company has taken working capital loan from banks having interest rate ranging from 5.73% p.a to 10.60% p.a. (31 March 2025: 7.65% p.a to 10.60% p.a.). These facilities are repayable on demand and are secured primarily by way of pari passu first charge on the entire current assets of the Company on both present and future and collateral by way of pari passu first charge on the entire movable assets of the Company (excluding charge on vehicles/equipments purchased / to be purchased under lease agreements/ hire purchase agreements) both present and future of the Company.

The Company's exposure to liquidity risk related to other current financial liabilities is disclosed in note 35.

(i) Disaggregation of revenue

The above amount presents disaggregated revenues from contracts with customers which is based on the business segment. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.

(ii) Trade receivables, unearned revenue and advance from customers

The Company classifies the right to consideration in exchange for deliverables as either a trade receivable billed or unbilled. Invoicing in excess of earnings are classified as unearned revenue.

Trade receivables are presented net of impairment in the Balance Sheet.

The following table provides information about trade receivables and unearned revenue from contracts with customers.

31.2 Details of CSR expenditure

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility ("CSR") activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The funds required to be spent and funds spent during the year are explained below:

32.2 During the year ended 31 March 2025, the Company recorded additional expected credit loss allowances on trade receivables amounting to ' 1,186.77 million in view of position taken by the Management and Board of Directors to discontinue certain non-core projects.

32.3 Effective 21 November 2025, the Government of India notified the four new Labour Codes, replacing the existing 29 labour laws. Based on the guidance issued by the Institute of Chartered Accountants of India, along with the draft Central Rules and FAQs released by the Ministry of Labour & Employment, the Company has assessed and disclosed the incremental impact on its employee benefit liabilities arising from these changes using the best information currently available.

In the standalone financial results for the year ended 31 March 2026, the Company has recognized an incremental expense of ' 60.84 million under “Exceptional Items”. During the quarter ended 31 March 2026, the Company has recognized a net reversal of ' 7.28 million under “Exceptional Items”. For billable employees, the incremental impact arising from changes in labour codes is recognized under "Employee Benefit Expense", with a corresponding credit to revenue, as these costs are contractually recoverable from customers and therefore do not impact the profit for the period.

Upon notification of the related Rules to the New Labor Codes by the Government and any further clarification from the Government on other aspects of the New Labour Codes, the Company will evaluate and account for differential impact, if any, in subsequent periods.

32.4 The Board of Directors of the Company, at its meeting held on 7 July 2021 approved the Scheme of Amalgamation (“Scheme AAA”) among Quess Corp Limited (“Transferee Company) with three of its wholly owned subsidiaries namely MFX Infotech Private Limited and Greenpiece Landscape India Private Limited and Conneqt Business Solutions Limited together known as (“’’Transferor Companies””). The Company incurred stamp duty of ' 58 million during the year ended 31 March 2024 pursuant to amalgamation.

During the year ended March 31, 2025 the Company has reversed excess provision of ' 30.60 million related to stamp duty on merger.

32.5 During the year ended 31 March 2026 and 31 March 2025, the Company incurred certain demerger expense for professional services, stamp duty and certain employee benefits expense aggregating to ' 18.51 million and ' 227.90 million respectively, towards Scheme of Arranagement as explained in note 42.

Fair value hierarchy

Level 1: This hierarchy includes financial instruments measured using quoted prices. This comprises of investment in Mutual funds and GILT securities that have quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Fair valuation method

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values.

A Financial assets:

1) Loans, trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents and other financial assets are short term and their carrying amounts are reasonable approximation of their fair value.

Current investments comprises of Government securities (GILT). These investments are measured at fair value as at the reporting date. The fair value of GILT is determined based on quoted market prices published by authorised sources, including RBI-designated platforms or other observable market inputs, as applicable, at 31 March 2026. Changes in fair value of these investments during the year have been recognised in the Statement of Profit and Loss as mark-to-market (MTM) gain or loss, in accordance with the Company’s accounting policy and applicable accounting standards.

B Financial liabilities:

1) Borrowings: The current borrowings which includes cash credit and overdraft facilities and working capital loan, are classified and subsequently measured in the financial statements at amortised cost. Considering that the interest rate on the loan is reset on a monthly/quarterly basis, the carrying amount of the loan would be a reasonable approximation of its fair value.

2) Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured at carrying value, as most of them are settled within a short period and so their fair values are assumed to be almost equal to the carrying values.

34 Financial risk management Risk management framework

The Board of Directors of the Company has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee. The Company has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk

i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables (both billed and unbilled) from customers, loans and other financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represent the maximum credit exposure.

Credit risk on cash and cash equivalents and other bank balances and bank deposits is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. Other financial assets represent security deposits given to suppliers, lessors and others. Credit risk associated with such deposits is relatively low. Loans are given to subsidiaries and associates and are tested for impairment where there is an indicator.

Trade receivables (including unbilled)

Trade receivables (including unbilled) are typically unsecured and are derived from revenue from customers primarily located in India.

The Company has established a credit policy under which each customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered.

Expected credit loss assessment for customers are as follows:

The Company uses an allowance matrix to measure the expected credit loss of trade receivable (billed and unbilled). The Company's customers are bifurcated into two groups - Government and Non-Government customers. For NonGovernment customers, the Company derives the loss rates based on historical credit loss experience, which is adjusted for forward looking information over the expected collection period. Exposure to customers is diversified and there is no customer contributing more than 10% of trade receivable billed and unbilled. For government customers, given the insignificant credit risk, provision is recorded to reflect allowances for time value based on historical pattern of collections. Further, specific provision is recorded for customer specific disputes.

ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Management monitors rolling forecast of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company's objective is to maintain a balance between cash outflow and inflow. Usually, the excess of funds is invested in fixed deposits and other financial instruments. This is generally carried out in accordance with practice and limits set by the Company. The limits vary to take into account the liquidity of the market in which the Company operates.

Financing arrangement

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2026 and 31 March 2025. The amounts are gross and undiscounted contractual cash flows and includes contractual interest payments and exclude netting arrangements.

The Company has a strong focus on liquidity and maintains a robust cash position to ensure adequate cover for responding to potential short-term market dislocation. Cash generated through operating activities remains the primary source for liquidity along with undrawn borrowing facilities and levels of cash and cash equivalents.

iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency risk

The Company is not significantly exposed to currency risk as the Company's functional currency in ' and revenues and costs are primarily denominated in ' and therefore disclosures required under "Ind AS 107 - Financial Instruments: Disclosures" have not been given.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's borrowing comprises of working capital loan which carries fixed rate of interest and which do not expose it to interest rate risk. The borrowings also includes cash credit facilities which carries variable rate of interest.

The sensitivity analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

35 Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company monitors the return on capital as well as the level of dividends on its equity shares. The Company’s objective when managing capital is to maintain an optimal structure so as to maximise shareholder value.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as aggregate of borrowings and lease liabilities less cash and cash equivalents.

37.1 Contingent liability of ' 325.88 million pertains to retrospective application effective 1 April 2014 for amendments in the Payment of Bonus Act (Amendment Act, 2015) enacted on 31 December 2015. As per the amendment, the eligibility criteria of salary or wages has been increased from ' 10,000 per month to ' 21,000 per month [Section 2(13)] and the ceiling for computation of such salary or wages has been increased from ' 3,500 per month to ' 7,000 per month or the minimum wage for the scheduled employment, as fixed by the appropriate government, whichever is higher.

During fiscal 2015, the Company obtained a legal opinion from an external lawyer and was advised to take a position that the stay granted by the two High Courts of India on the retrospective application of the amendment would have a persuasive effect even outside the boundaries of the relevant states and accordingly no provision is required. There have been no updates during fiscal year 2025 and 2026.

37.2 During the year ended March 31, 2025, the Commissioner of Central Goods and Services Tax (CGST) passed orders imposing a penalty of ' 3,716.36 million relating to the supply of services to certain customers for the financial years 2017-18 to 2022-23. These penalties relate to show cause-cum-demand notices raised by the Directorate General of GST Intelligence (DGGI) on account of disputed input tax credit availed by the customers in respect of certain services provided to those customers.

The Company has filed an appeal before the GST Appellate Authority challenging the aforesaid orders. For one of the customers, the Company has received an unfavourable order from the GST Appellate Authority and is in the process of filing an appeal before the GST Tribunal. Based on the management’s assessment, as supported by external legal opinion, the Company believes that the penalty is not sustainable and intends to vigorously contest the aforesaid matter. Accordingly, the demand has been disclosed as a contingent liability in the standalone financial statements.

37.3 Income Tax matters:

The Company had received assessment orders in the current and preceding periods for fiscal 2017 to 2023 in which primarily deduction under section 80JJAA of the Income Tax Act (‘IT Act’) and depreciation on goodwill has been disallowed.

The Income Tax department disallowed the claim under section 80JJAA of the IT Act on the grounds of non-existence of employer - employee relationship in respect of associate employees of the Company. Additionally, the Income Tax Department also disputed the interpretations adopted by the Company for computing the deduction under section 80JJAA by disallowing claims for:

• additional employees whose emoluments exceed '.25,000 in a month but the average emoluments for these additional employees does not exceed '.25,000 in a month during the service period;

• additional employees who have served more than 240 days in a year but are not an employee on March 31 of the respective financial year for which the claim is availed; and

• employees for whom the employer’s contribution of provident fund for any part of the year is paid by the Government under Employee Pension Scheme (EPS) but the entire employers contribution is not reimbursed by the Government during the year.

For fiscal 2018 to 2022, the Company has 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 2023 with the Dispute Resolution Panel (DRP). 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 ' 3,879.94 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 claiming the 80JJAA deduction and accordingly has claimed 80JJAA deduction (reduced from taxable income) of ' 1,588.24 million for the year ended 31 March 2026. For fiscal 2024 and 2025, the Company had also claimed deduction under 80JJAA aggregating to ' 8,447.82 million for which assessment is yet to completed. The Company believes that such deduction, including its quantum, has been validly and consistently claimed, in conformity with its interpretation of the statute.

37.4 During fiscal year 2020, the Regional PF Commissioner ("RPFC") passed an order under Section 7-A of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 ("Act") demanding ' 716.56 million on the grounds that the Company failed to remit Provident Fund ("PF") on wages for its employees for the period from April 2018 to March 2019 for certain components of salary. The Company filed an appeal before the Central Government Industrial Tribunal ("CGIT") under section 7-I of the Act challenging the Employees' Provident Fund Organisation's ("EPFO") order along with the application under Section 7-O of the Act seeking a waiver from pre-deposit of the alleged Provident fund Contributions till the final disposal of the Appeal. The CGIT after hearing the submissions made by the parties passed an Order allowing complete waiver from any pre-deposit and also staying the operation of the EPFO order and directed RPFC to submit the relevant calculations for the order. The matter has been adjourned and next date of hearing is scheduled to 14 May 2026. The Company has taken external independent legal advice as per which the EPFO's order is prima facie erroneous and unsustainable in law and therefore will not be sustained on ultimate resolution.

37.5 The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before various tax authorities. The amounts included above represent the best possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such dispute. The Company’s Management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company’s results of operations or financial conditions. The Company has accrued appropriate provision wherever required.

Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities. The Company is contesting the demand and the Management believes that its position will likely be upheld. The Management believes that the outcome of these proceedings will not have material adverse effect on the Company's financial position and results of operations.

(viii) The transactions with Bluspring Enterprise Limited ("Bluspring") and Digitide Solutions Limited ("Digitide") for the year ended 31 March 2026 comprise invoices raised by these entities on Quess Corp Ltd. (“the Company”) in respect of certain customer contracts that continue to remain in the the Company and have not been novated. Quess Corp has raised invoices to such customers where contract novation was pending, against which Bluspring and Digitide issued back-to-back invoices to Quess, which have been netted off against revenue. These arrangements represent pass-through transactions without any margin, profit or economic benefit accruing to the Company and, accordingly, do not result in any net income or expense impact. Therefore, such transactions have not been considered as related party transactions for disclosure purposes.

For the previous year 31 March 2025, The transactions between the Remaining Undertakings of Quess Corp Limited, Demerged Undertakings 1 (Digitide Solutions Limited) and 2 (Bluspring Enterprises Limited), which were transferred pursuant to the demerger, have not been disclosed as related party transactions, as these transactions occurred within the same legal entity prior to the effective date of the business combination.

For details about the related employee benefits expense, refer note 28.

The Group provides compensated absences facility subject to certain rules. The liability is provided for based on the number of days of unutilized leave at each balance sheet date on the basis of current salary.

The Company has a defined benefit gratuity plan in India, governed by the Code on Social Security, 2020. It entitles an employee, who has rendered at least five years of continuous service (one year in case of fixed term employees), to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned.

These defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.

A Funding

The Company's gratuity scheme for core and associates employees is administered through a third party manager, the Life Insurance Corporation of India, Kotak, HDFC Life, Yes bank and ICICI Prudential. The funding requirements are based on the gratuity funds actuarial measurement framework set out in the funding policies of the plan. The funding is based on a separate actuarial valuation for funding purpose for which assumptions are same as set out below. Employees do not contribute to the plan. The Company has determined that, in accordance with the terms and conditions of gratuity plan, and in accordance with statutory requirements (including minimum funding requirements) of the plan, the present value of refund or reduction in future contributions is not lower than the balance of the total fair value of the plan assets less the total present value of obligations.

The Company expects to pay X 160.64 million contributions to its defined benefit plans in FY 2026-27.

B Reconciliation of net defined benefit liability/assets

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability/ assets and its components:

41 Share-based payments

A Description of share based payment arrangement

At 31 March 2026, the Company has the following share-based payment arrangements:

Quess Stock Option Plan 2020 ("Scheme 2020")

The Board of Directors in its meeting held on 31 March 2020 approved the Quess Stock Ownership Plan - 2020 ("QSOP 2020") for 36,50,000 (Thirty-Six Lakhs and Fifty Thousand) performance-oriented Restricted Stock Units (RSUs), under which stock options were granted to specific employees of the Company and its subsidiaries. Out of 36,50,000 (Thirty-Six Lakhs and Fifty Thousand) RSUs, 18,27,032 (Eighteen Lakhs Twenty-Seven Thousand and Thirty-Two) RSUs were already allocated till date. In view of the above, the Board approved a reduction of the total number of RSUs under QSOP 2020 to 18,27,032 (Eighteen Lakhs Twenty-Seven Thousand and Thirty-Two) RSUs and re-deployment of the balance 18,22,968 (Eighteen Lakhs Twenty-Two Thousand Nine Hundred and Sixty-Eight) RSUs from QSOP 2020 to QSOP 2026.

Quess Stock Option Plan 2026 ("Scheme 2026")

The Board approved the formulation, adoption and implementation of the Quess Stock Ownership Plan 2026 (QSOP 2026) for the grant of 52,50,000 (Fifty-Two Lakhs and Fifty Thousand) performance oriented Restricted Stock Units (RSUs) to the eligible employees of the Company, including its subsidiary and/ or associate company(ies), present and future, in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations) through the trust route. Accordingly, it is proposed to allocate not exceeding 52,50,000 (Fifty-Two Lakhs and Fifty Thousand) performance-oriented Restrictive Stock Units (RSUs) (including re-deployment of 18,22,968 RSUs from QSOP 2020) under this plan, subject to the approval of the shareholders. The total RSUs under the QSOP 2026 will be equivalent to 3.52% of the paid-up share capital of the Company. The existing ungranted RSUs equivalent to 1.22% of paid-up capital will be redeployed from QSOP 2020 to QSOP 2026, and therefore, there would be a maximum additional dilution of 2.3% of the paid-up share capital of the Company under the new plan.

D Expense recognised in standalone statement of profit and loss

For details about the related employee benefits expense, refer note 28.

42 Composite Scheme of Arrangement between Quess Corp Limited (“Demerged Company”/”the Company”), Digitide Solutions Limited (“Resulting Company 1”) and Bluspring Enterprises Limited (“Resulting Company 2”) and their respective shareholders and creditors(referred as “Scheme of Arrangement”):

The Company received a certified true copy of the Hon’ble National Company Law Tribunal, Bengaluru Bench (“NCLT”) order dated March 17, 2025, approving the Scheme of Arrangement between Quess Corp Limited (“Demerged Company”/”the 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 an appointed date of April 1, 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 Scheme of Arrangement, both Resulting Company 1 and Resulting Company 2 ceased to be subsidiaries of the Company. Notwithstanding this, the promoters and promoter group of the Company continue to exercise joint control over the Company, Resulting Company 1, and Resulting Company 2.

In accordance with the Scheme, till the Effective Date, the Demerged Company carried out the activities of Demerged Undertaking 1 and Demerged Undertaking 2 in trust. Upon the Scheme becoming effective and from the Appointed Date, the Company reduced the carrying value of all the assets and liabilities pertaining to the Demerged Undertaking 1 (Including its investments in the Subsidiaries) and Demerged Undertaking 2 (Including its investments in the 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 and has been accounted for in accordance with Ind AS 105 - Non-current assets held for sale and discontinued operations. Common expenses incurred by Demerged Company were apportioned to the Company based on reasonable basis for the year ended March 31, 2025.

The difference, being excess of carrying value of assets over the carrying value of liabilities of the Demerged Undertaking 1 and Demerged Undertaking 2 is adjusted against securities premium account in accordance with the approved Scheme of Arrangement.

44 The Board of Directors at their meeting held on 19 May 2025 recommended a final dividend of X 6.00 per equity share (face value of X 10.00 each) for the financial year 2024-25 aggregating to X 894.50 million which was duly approved by the members in the Annual General Meeting which was duly paid during the year.

The Board of Directors at their meeting held on 28 January 2026 declared interim dividend of X 5.00 per equity share (face value of X 10.00 each) for the financial year 2025-26 aggregating to X 746.02 million and the same was paid on 16 February 2026.

Subsequent event:

The Board of Directors at their meeting held on 04 May 2026 recommended a final dividend of X 3.00 per equity share (face value of X 10.00 each) for the financial year 2025-26 aggregating to X 447.99 million subject to approval of members in the Annual General Meeting.

The Board of Directors, at their meeting held on 4 May 2026, recommended a special dividend of X 3.00 per equity share (face value of X 10.00 each) to mark the tenth anniversary of the Company’s IPO. This dividend pertains to the financial year 2025-26 and aggregates to X 447.99 million, subject to the approval of shareholders at the Annual General Meeting.

45.1 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

45.2 The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

45.3 (i) As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, Companies are required to maintain back-up of the ‘books of account and other relevant books and papers’ (‘books of account’) in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of accounts on servers physically located in India on a daily basis.

The books of account of the Company is maintained in electronic mode on servers physically located in India and are readily accessible in India at all times. The Company is maintaining backup of books of account on a daily basis except for, not keeping backup on a daily basis for one application maintained in electronic mode in a server physically located in India and for another application, backup frequency is not covered in SOC report.

(ii) The Company has used accounting software systems for maintaining its books of account for the financial year ended 31st March 2026 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems, except that:

1. ) In respect of one accounting software, audit trail feature was not enabled at certain tables and database level to log any direct data changes till 27th June 2025.

2. ) In respect of another accounting software, for maintaining the books of account in respect of payroll processes, audit trail feature was not enabled.

3. ) In respect of another accounting software, for maintaining the books of account in respect of procurement processes, audit trail was not enabled at the database level to log any direct data changes.

Further, except for the instances noted above, wherein audit trail feature was not enabled, there were no instances where audit trail feature was being tampered with in respect of the accounting softwares for which the audit trail feature was operating.

Additionally, the audit trail that was enabled and operated, has been preserved by the Company as per the statutory requirements for record retention.

There were no instances noted of audit trail feature being tampered with softwares for which the audit trail feature was operating.

Additionally, the audit trail that was enabled and operated has been preserved by the Company as per the statutory requirements for record retention.

46 Other Disclosure

46.1 The Company has not been declared wilful defaulter by any bank or financial institution or Other provider.

46.2 The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

46.3 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

47 The Company evaluated subsequent events through 04 May 2026, which is the date on which the standalone financial statements are approved by the Board of Directors. Based on this evaluation, the Company is not aware of any other event or transaction that would require recognition or disclosure in the standalone financial statements.

48 In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated financial statements of the Company and no separate disclosure on segment information is given in these standalone financial statements.

49.1 In the current year, entire debt is repaid from the cash generated across divisions, increased business profits, dividends received from subsidiaries thus increasing the Debt service coverage ratio.

49.2 In the current year, profit after tax has increased primarily due to the growth of business profits in the General staffing and Professional staffing segments, dividends and royalty income received from subsidiaries.

49.3 In the current year, the Net capital turnover ratio is declined due to accrual of higher receivables and repayment of more liabilities when compared with the previous period.