Quess Corp Director Discussions


Dear Members,

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

In compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and significant developments during the financial year from 1 April, 2022 to 31 March, 2023 ("the year under review" or "the year" or "FY23"), in respect of Quess and its subsidiaries.

1. Financial Summary : Standalone and Consolidated

The standalone and consolidated financial highlights of the Companys operations are as follows:

( in millions, except per equity share data)

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

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

2. Reserves:

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

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

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

4. Dividend:

In accordance with Regulation 43 of the Listing Regulations, the dividend pay-out is in accordance with the Companys Dividend Distribution Policy which details various parameters based on which the Board may recommend or declare dividend, usage of retained earnings, etc. This Policy is available on the Companys website at: https:// www.quesscorp.com/investor/dist/images/pdf/Policies/ Dividend_Distribution_Policy.pdf Based on the principles enunciated in the above Policy in line with the practice of returning free cash flow to shareholders and based on the Companys performance, your Company paid the following dividend to equity shareholders during FY23:

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

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

5. Share Capital:

During the year under review, there has been no change in the authorised share capital of the Company. However, the paid-up share capital of the Company has been increased from 1,479.91 million to 1,482.29 million due to the following: Allotment of shares against exercise of options granted/ vested under the following share-based benefit schemes:

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

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

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

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

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

NRC vide resolutions dated 15 June, 2022; 23 September, 2022; 12 December, 2022 and 20 March, 2023 allotted 71,087; 59,951; 33,232 and 34,104 equity shares respectively of 10 each to the eligible employees of the Company who exercised their Restricted Stock Units ("RSU") under QSOP 2020. The Company has not issued any debentures, bonds, sweat equity shares, any shares with differential rights or any non-convertible securities during the year under review.

6. Commercial Paper:

The Company has issued Commercial Papers (CPs) from time to time which were duly redeemed based on the maturity dates. As on 31 March, 2023, the outstanding balance of CPs is 500 Million.

7. Subsidiaries and Associate Companies:

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies/joint ventures of the Company (in Form AOC - 1) is attached to the financial statements of the Company. In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are given as an annexure to the Consolidated Financial Statements. Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with audited financial statements of the subsidiaries, are available on the Companys official website at: https://www.quesscorp.com/ financial-information/

The Company has a policy for determining the materiality of subsidiaries and the same is uploaded on the Companys website which can be accessed using the following link- https://www.quesscorp.com/investor/dist/images/pdf/ Governance/Policy-for-Material-Subsidiary.pdf In terms of the above policy, Conneqt Business Solutions Limited continues to be a material subsidiary of the Company within the meaning of Regulation 16(c) of the Listing Regulations, for which a Secretarial Audit has been conducted pursuant to Regulation 24A of the Listing Regulations. Further, Quesscorp Holdings Pte Ltd, Singapore is also a material subsidiary.

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

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

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

8. Significant Developments in FY23: a) Merger under Section 230 and 232 of the Act ‘In- process: The Company at its meeting held on 3 June, 2021 and 7 July, 2021, had obtained approval from the Board for the proposed merger of Greenpiece Landscapes

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

On 30 November, 2022, in the first motion application filed before Honble NCLT, necessary directions were issued in which the meeting of the Equity Shareholders, Secured & Unsecured Creditors were dispensed with. The Company had filed a second motion petition before Honble NCLT on 9 January, 2023 which is pending for disposal.

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

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

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

b) Acquisitions / Investments / Disinvestment during the year:

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

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

9. Particulars of Loans, Guarantees or Investments:

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

10. Management Discussion & Analysis:

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

11. Directors and Key Managerial Personnel (KMPs):

(a) Director retiring by rotation –

In accordance with the provisions of Section 152 of the Act read with rules made thereunder and the Articles of Association of the Company, Mr. Chandran Ratnaswami (DIN: 00109215), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment. A resolution seeking shareholders approval for his re- appointment forms part of the AGM Notice.

(b) Appointment and Resignation of Directors and KMPs-

During the year, Mr. Kamal Pal Hoda was appointed as Group Chief Financial Officer of the Company with effect from 10 January, 2023 in place of Mr. N. Ravi Vishwanath ("Mr. Ravi") who superannuated from the services of the Company The Board places on record its appreciation for Mr. Ravis valuable contribution and guidance during his tenure as Group Chief Financial Officer of the Company. Pursuant to the provisions of Section 203 of the Act, Mr. Guruprasad Srinivasan, Executive Director and Group Chief Executive Officer, Mr. Kamal Pal Hoda, Group Chief Financial Officer and Mr. Kundan Kumar Lal, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on 31 March, 2023. During the year under review, there has been no change in the Directors of the Company.

(c) Declaration of Independence –

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

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

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

12. Directors Responsibility Statement:

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

a. in the preparation of the accounts for the year ended 31 March 2023, the applicable accounting standards have been followed and there are no material departures from the same;

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

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

13. Annual Board Evaluation and Familiarization Programme for Board members:

In line with the Corporate Governance practices of the Company, Annual Performance Evaluation was conducted for each Board Members as well as the overall working of the Board and its Committees. The Board of Directors and NRC have carried out an annual evaluation of its own performance, the performance of its Committees and Individual Directors of the Company, including the Chairman of the Board, pursuant to the provisions of the Act and the Listing Regulations for FY23.

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

In a separate meeting of Independent Directors held in compliance with the requirements of Regulation 25(7) of the Listing Regulations, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management.

The familiarization programme aims to provide insight to the Independent Directors to understand the business of the Company, its stakeholders, leadership team, senior management, operations, policies and industry perspective and issues. In addition to regular updates/familiarization on the regulatory changes, as applicable to the Company, a specific familiarization programme for all the Independent Directors was held on 23 January, 2023.

A note on the Familiarization programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is referred herewith is made available on the Companys official website at - https:// www.quesscorp.com/investor/dist/images/pdf/Policies/ Directors_Familiarization_Programme.pdf

14. Business Responsibility and Sustainability Report:

As stipulated under Regulation 34(2)(f) of the Listing Regulations, the Companys report on Business Responsibility and Sustainability describing the initiatives taken by the Company from environmental, social and governance perspectives forms a part of this Report as

‘Annexure – A. 15. Audit & Auditors: (a) Statutory Auditors -

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

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

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

(b) Secretarial Auditors -

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board, at its meeting held on 11 August, 2022 had approved the appointment of Mr. S.N. Mishra, proprietor of M/s. SNM & Associates, Practicing Company Secretary (C.P. No. 4684) as the Secretarial Auditor to undertake the Secretarial Audit of the Company for FY23. The Company had also received written consent from Mr. S. N. Mishra to act as such.

The Secretarial Audit Report for FY23 is annexed as ‘Annexure – B and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification or adverse remark for the year under review. During the year under review, the Secretarial Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

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

The Board, on the recommendation of the Audit Committee, at its meeting held on 26 May, 2022 had approved the appointment of M/s. Ernst & Young LLP as the Internal Auditors of the Company for FY23 to conduct the audit on the basis of a detailed internal audit plan which is finalised in consultation with the Audit Committee. Internal Auditors submit its findings and report to the Audit Committee of the Company on a quarterly basis.

(d) Cost Audit -

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

16. Risk Management:

We have adopted an integrated ERM Framework that is implemented across the organisation by the Risk Management Team of the Company. Our ERM Framework is tailoredtosuitouruniqueanddiversebusinessrequirements based on the best practices and principles of COSO and ISO 31000. Our framework provides for systematic & proactive identification of risks, by effectively engaging with Business Leaders, Functional Heads & Process Owners. Through risk identification and the mitigation thereof, it enables our organisation to boost performance effectively and provides for timely decision-making. Further, our ERM framework provides for the identification of strategic, operational, financial, compliance and sustainability risks. All of these categories have internal and external dimensions taken into consideration while identifying risks.

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

17. Internal Financial Control Systems and their Adequacy:

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

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY23 and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.

18. Related Party Transactions:

All Related Party Transactions entered during FY23 were on an arms length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. Prior Omnibus approval has been obtained from the Audit Committee for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of 1 Crore per transaction, in a financial year. The Audit Committee reviews all transactions entered into pursuant to the Omnibus approvals so granted on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties, if any, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure – E in Form AOC-2 and the same forms part of this report. Details pertaining to the related party transactions entered during the year under review are also provided in the notes to the Financial Statements, forming part of this Report.

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

19. Nomination and Remuneration Committee and Companys Policy on Nomination, Remuneration, Board Diversity, Evaluation and Succession:

(a) Policy on Directors Appointment and Remuneration–

In compliance with the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Board, on the recommendation of 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 Companys business dynamics, global business and social perspective, personal achievements and Board diversity, removal and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel and also on succession planning and evaluation of Directors. The policy on remuneration is available on our website, at: https:// www.quesscorp.com/investor/dist/images/pdf/ Policies/Nomination-and-Remuneration-Policy.pdf

(b) Board Diversity –

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

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

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

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

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

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

1) Quess Corp Limited Employees Amended Stock Option Scheme, 2009;

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

3) Quess Stock Ownership Plan-2020.

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

22. Particulars of Employees:

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

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

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

23. Corporate Governance:

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

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

24. Vigil Mechanism/ Whistle Blower Policy:

In compliance with Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with the above laws, to report concerns about unethical behaviour, violations of system, actual or suspected fraud or grave misconduct by the employees. The details of the Policy have been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the website of the Company - https://www.quesscorp.com/investor/ dist/ images/pdf/Governance/Whistle-BlowerPolicy.pdf

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

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

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

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

Expenditure in foreign currency: 13.56 million

Earnings in foreign currency: 161.99 million

26. Corporate Social Responsibility ("CSR"):

The Company believes in building and maintaining a sustainable societal value, inspired by a noteworthy vision to actively participate, contribute and impact not just individual lives but create a difference on a social level as well. CSR initiatives are primarily carried out through the Care Works Foundation (CWF), a non-profit initiative established in January 2014. The Company has filed Form CSR-2 for the financial year 2021-22 and will be filing the aforesaid form for FY23 along with Form AOC-1, as prescribed under the provisions of the law.

The consolidated contribution of the Company towards various CSR activities during the financial year 2022-23 is 31 million. CSR spending is guided by the vision of creating long-term benefits for Society.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR Committee. The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, which was amended by the Board of Directors at their meeting held on 26 May, 2022 to align the same with statutory amendment.and is available on the Companys website at – https://www. quesscorp.com/investor/dist/images/pdf/Policies/CSR- Policy.pdf The disclosure of contents of CSR policy pursuant to the provisions of Section 134(3)(o) of Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as ‘Annexure – G to the Boards Report.

27. Deposits:

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

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

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

29. Debentures:

As on 31 March, 2023, the Company does not have any debentures.

30. Credit Rating:

In order to comply with Basel-II norms, the Company has received credit ratings from ICRA Limited concerning the Companys long-term and short-term fund-based limits.

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

31. Meetings of the Board:

The Board met seven (7) times during the year under review. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report that forms part of this Report.

32. Annual Return:

In terms of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on 31 March, 2023 is available on the Companys website at - www. quesscorp.com/investor-other-information.

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

Your Company is committed to provide a safe and conducive work environment to its employees and has zero tolerance for any actions which may fall under the ambit of sexual harassment at the workplace.

YourCompanyhasadoptedapolicyonprevention,prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The Policy aims to promote a healthy work environment and provide protection to its employees at workplace and redress complaints of sexual harassment and related matters thereto. An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, has been constituted to enquire into complaints, and to recommend appropriate action, wherever required, in compliance with the provisions of the Act. Details of complaints pertaining to sexual harassment that was filed, disposed-off and pending during the financial year are provided in the Report on Corporate Governance, which forms part of this Report.

34. Code of Conduct:

The Company has laid down a Code of Conduct for the Directors and senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Executive Director and Group CEO affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for FY23 forms part of the Corporate Governance Report.

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

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

36. Cyber-security:

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

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

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

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

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

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

38. Other Disclosures:

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

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

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

39. Acknowledgements:

We would like to place on record by gratitude and appreciation to all our stakeholders, including the Central and various State Government / Authorities, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders and Investors forming part of the Quess family for their continued support during the year. Your continued trust and vote of confidence hold us high and motivates us to pursue better opportunities, responsible growth and enhanced delivery of our strategy. Primarily, we would like to take this opportunity to regard our employees who have been working with high enthusiasm, energy and zeal and who help us progress along our mission and vision.

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

40. Cautionary Statement:

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

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

For and on behalf of the Board of
Directors of Quess Corp Limited
Sd/-

Ajit Isaac

Place: Bengaluru Chairman
Date: 17 May 2023 DIN: 00087168