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Quess Corp Ltd

BSE Code : 539978 | NSE Symbol : QUESS | ISIN:INE615P01015| SECTOR : Diversified |

NSE BSE
 
SMC down arrow

868.70

-19.40 (-2.18%) Volume 280564

26-Nov-2021 EOD

Prev. Close

888.10

Open Price

870.00

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

868.70(580)

 

Today’s High/Low 877.60 - 840.60

52 wk High/Low 989.90 - 413.65

Key Stats

MARKET CAP (RS CR) 12883.9
P/E 0
BOOK VALUE (RS) 143.9405727
DIV (%) 70
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 6.05666618971289
DIV YIELD.(%) 0.8
FACE VALUE (RS) 10
DELIVERABLES (%) 39.96
4

News & Announcements

25-Nov-2021

Quess Corp Ltd - Quess Corp Limited - Loss of Share Certificates

24-Nov-2021

Quess Corp Ltd - Quess Corp Limited - Disclosure under SEBI Takeover Regulations

23-Nov-2021

Quess Corp Ltd - Quess Corp Limited - Acquisition

22-Nov-2021

Quess Corp hikes stake in Taskmo to 49%

22-Nov-2021

Quess Corp hikes stake in Taskmo to 49%

15-Nov-2021

Board of Quess Corp. recommends interim dividend

10-Nov-2021

Quess Corp fixes record date for interim dividend

06-Nov-2021

Quess Corp. announces board meeting date

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
3M India Ltd 523395 3MINDIA
Balmer Lawrie & Company Ltd 523319 BALMLAWRIE
Bombay Burmah Trading Corporation Ltd 501425 BBTC
Nava Bharat Ventures Ltd 513023 NBVENTURES

Share Holding

Category No. of shares Percentage
Total Foreign 33333496 22.56
Total Institutions 20330640 13.76
Total Govt Holding 84 0.00
Total Non Promoter Corporate Holding 3810805 2.58
Total Promoters 76576872 51.82
Total Public & others 13743657 9.30
Total 147785093 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Quess Corp Ltd

Quess Corp Ltd, India's leading integrated business services provider was established in September 19th, 2007. The company is engaged in the business of providing services in global technology solutions, people and services, integrated facility management, industrials and Internet business. Headquartered in Bengaluru, the company has a pan-India presence with 65 offices, as well as operations in North America, South America, the Middle East and South East Asia. Quess serves over 1,700 clients worldwide. Quess Corp was promoted earlier by Fairfax Financial Holdings through its Indian subsidiary, Thomas Cook India Ltd (TCIL) and Mr. Ajit Isaac, Chairman & MD. In 2008, Quess Corp acquired Avon Facility Management Services Ltd, which helped it start a new line of business in the facility management space. In 2009, Quess Corp acquired Coachieve Solutions Private Limited, a Human Resource Solutions company which expand Quess Corp' offerings into the HR solutions space. In 2010, Quess Corp ventured into the high-margin business of professional IT Staffing with the acquisition of Magna Infotech. In 2013, Quess Corp secured a strategic investment from Fairfax Financial Holdings. Fairfax invested in Quess through their Indian subsidiary, Thomas Cook India Limited. In 2014, Quess Corp acquired Hofincons Infotech & Industrial Services ltd Bangalore to set up a new business segment in the Industrial Asset Management space. On 17 September 2014, Quess Corp signed a definitive agreement to acquire Brainhunter (Zylog Systems (Canada) Limited), subject to statutory and regulatory approvals. Brainhunter headquartered in Toronto (Canada), is a leading IT and Engineering professional firm, employing about 700 professionals and with revenues of about USD 80 million. On 13 February 2015, Quess Corp announced the signing of a definitive agreement to acquire Aramark India Pvt Ltd (Aramark India) from Aramark, subject to statutory and regulatory approvals. Based out of Mumbai, Aramark India is a facility management company with niche offerings in hospitality and healthcare facility management. The company has operations in more than 80 sites pan-India and with a workforce of over 2,500 employees spread across 9 states. Aramark India services several marquee clients, many of whom are amongst India's leading conglomerates. This acquisition will strengthen Quess' position as a leading pan India facilities management player with an integrated service offering spanning soft and hard services, pest control and catering. On 1 January 2016, Quess Corp Ltd. announced the completion of the acquisition of MFXchange holdings Inc (MFX) from Fairfax Financial Holdings Limited (Fairfax) with the purchase of the remaining 51% stake in the company pursuant to the terms of a share purchase agreement that was entered into Fairfax on 3 November 2014. Quess had earlier acquired a 49% stake in MFX from Fairfax in November 2014 under the Purchase Agreement. Based out of Morristown, NJ (US), MFX is leading provider of hosted information technology applications and outsourcing solutions for the US commercial property and casualty insurance industry. The acquisition is expected to strengthen Quess' Global Technology Solutions business segment due to MFX's presence in the niche insurance focused IT Products and Solutions space in North America. Quess Corp Ltd undertook an initial public offer of equity shares and subsequently its equity shares were listed on the Bombay Stock Exchange (BSE) and National Stock Exchange on 12 July 2016. On 19 October 2016, Quess Corp announced that it has entered into a definitive agreement to acquire a 49% stake in Terrier Security Services (India) Private Limited (Terrier), marking its entry into the manned guarding and security solutions business. With a track record of over 27 years, Terrier is among the leading providers of manned guarding services in India. In addition, Terrier also provides training services for security personnel and electronic security solutions to clients. In 2017, Quess Corp expanded its geographical footprint by acquiring Comtel Solutions Pte. Ltd. - a market leader in IT Staffing in Singapore. Comtel is one of Singapore's largest independent staffing companies with services offered across staffing solutions, managed services solutions, and recruitment and search services with operations across Malaysia and Indonesia. During the financial year ended 31 March 2018, Quess Corp successfully closed its first Institutional Placement Programme (IPP) and rose about Rs 874 crore of stock and through this process added some marquee investors as its shareholders. The IPP was priced at Rs 800 per share. On 25 October 2017, Quess entered into an agreement to acquire 70% equity in Vedang Cellular Services Private Limited. Quess completed this acquisition for a consideration of Rs 40 crore on 10 November 2017. Vedang plans, designs and optimizes telecom cell sites and also installs active components on cellular towers and their O&M. It is one of the largest players in the telecom network operations and maintenance space with strong industry relations, superior service offerings and deep technical capabilities. On 20 November 2017, Quess entered into an agreement to acquire 51% stake in Conneqt Business Solutions Limited (formerly known as Tata Business Support Services). Quess paid Rs 153 crore cash consideration for this acquisition. The transaction was closed on 27 November 2017. Headquartered in Hyderabad, Conneqt is among India's premier Customer Experience (CX) management companies, with over ten years of sectoral expertise. On 30 Novembers 2017, National Company Law Tribunal (NCLT) approved the Scheme of Merger of the facilities management business of Manipal Integrated Services (MIS) into Quess Corp with effect from 1 December 2016. Pursuant to NCLT approval, Quess issued 71.49 lakh equity shares to equity shareholders of MIS as part of the remaining consideration. This strategic acquisition gave Quess a strong foothold in the rapidly growing healthcare and education facility management space and helped Quess become a leading integrated facility management provider in the country. On 24 January 2018, Quess announced to acquire 90% stake in Greenpiece Landscapes India Private Limited for a cash consideration upto Rs 26 crore. This consideration was subject to adjustments based on future performances of the company. The transaction was closed on 8 May 2018. Greenpiece is a leading end-to-end design and landscaping services firm catering to marquee corporate, industrial and real estate firms in India and abroad. On 31 January 2018, Quess announced to acquire 100% stake in Monster India and its business in South East Asia and the Middle East for a cash consideration of USD 14 million on a debt-free cash-free basis. The transaction was closed on 8 February 2018. Monster, a leading online career and recruitment resource with its cutting-edge technology, provides relevant profiles to employers and relevant jobs to jobseekers across industry verticals, experience levels and geographies. On 31 January 2018, Quess announced to acquire 100% stake in HCL Computing Products Limited, which further acquired Care Business of HCL Services Limited, a subsidiary of HCL Infosystems Limited. The consideration was Rs 30 crore (on a debt-free cash-free basis) via a combination of primary and secondary payouts. The transaction was closed on 11 April 2018. Post-acquisition, the acquired business has been re-branded as DigiCare' to give it a distinct and unique corporate identity in the Consumer Services space. DigiCare is one of the leading after-sales service providers for product categories such as mobile phones, consumer electronics and consumer durables in the customer lifecycle management space. The Board of Directors of Quess Corp Limited (Quess) at its meeting held on 23 April 2018 approved the Scheme of Arrangement whereby the Human Resource business of Thomas Cook (India) Limited (TCIL) along with TCIL's investment in Quess will be demerged to Quess through an NCLT process. This is subject to regulatory approvals. Pursuant to the scheme, TCIL shareholders will receive 1,889 equity shares of Quess (of Rs 10 each) for every 10,000 equity shares (of Rs 1 each) held in TCIL. This arrangement will primarily lead to the overall public shareholding in Quess increasing from approximately 28% to 45%, resulting in a more diverse shareholder base with higher liquidity for Quess shares in the capital market. Existing promoter of TCIL, Fairbridge Capital Mauritius Limited, would be classified, as the promoter of Quess and this would further add strategic value for Quess going forward. Thomas Cook (India) Limited (TCIL) ceased to be the parent company and Fairfax Financial Holding Limited (FFHL) ceased to be the ultimate holding company of Quess Corp Limited with effect from 1 March 2018. Subsequent to 31 March 2019, the Company ('PAC') through its subsidiary Conneqt Business Solutions Limited ('Acquirer') has entered into a Share Purchase Agreement ('SPA') with Mr. Ramamoorthy Jagadish and Mr. Adisheshan Saravanan ('SPA1') and First Carlyle Ventures Mauritius ('SPA2') and shareholders of Allsec Technologies Limited ('Target') to acquire 1,33,11,060 fully paid equity shares. On 17 April 2019, the Acquirer has entered into a SPA with SPA1 to acquire 53,87,155 shares at Rs 320.00 per share amounting to Rs 17,238.90 lakhs and with SPA2 to acquire 39,61,940 shares at Rs 250.00 per share amounting to Rs 9,904.85 lakhs. Pursuant to Regulations 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ('SEBI SAST Regulations') the Acquirer along with the PAC have made a Public Announcement ('PA') for Open Offer ('Offer') to the shareholders of the Target Company to acquire up to 39,61,965 fully paid equity shares of Rs 10.00 each at a price of Rs 320.00 per share, payable in cash. On 3 May 2019 the Draft Letter of Offer is filed with Securities and Exchange Board of India ('SEBI'). The Acquirer and the PAC have appointed Axis Capital Limited as the Managers to the Open Offer, in terms of Regulation 12 of the SEBI SAST Regulations. Subsequent to 31 March 2019, the Board of Directors of the Company at its meeting held on 17 April 2019, considered and approved additional investment of (a) Rs 19,310.00 lakhs by way of subscription to equity shares to be issued and allotted by Conneqt Business Solutions Limited ('CBSL') ('the Equity Subscription') and (b) Not exceeding Rs 21,000.00 lakhs by way of subscription to compulsorily convertible debentures ('CCDs') to be issued and allotted by CBSL. Pursuant to the Equity Subscription, the total shareholding of the Company in CBSL will increase from 51.00% to 70.00%. The foregoing shareholding of Quess in CBSL may further increase on conversion of the CCDs. Subsequent to 31 March 2019, on 7 May 2019 the Company acquired balance 10.00% equity stake in GLIPL at a consideration of Rs 280.00 lakhs and GLIPL has become 100.00% subsidiary of the Company. On October 25, 2018 the Board of Directors had accorded its approval for merger of its 4 (Four) Wholly Owned Subsidiaries (i.e. Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited and Master Staffing Solutions Private Limited) with Quess. As on 31 March 2019,the company has 16 domestic,18 overseas subsidiaries,2 domestic associate and 3 overseas associate companies under its roof. Pursuant to the order dated 28 June 2019 of the Hon'ble National Company Law Tribunal ('NCLT'), Bengaluru Bench, sanctioning the Composite Scheme of Arrangement and Amalgamation ('Scheme') amongst Thomas Cook (India) Limited ('TCIL') and Travel Corporation (India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTC Travel Management Private Limited and Quess Corp Limited and their respective Shareholders and Creditors, the Company obtained the approval of Shareholders and Creditors on 20 August 2019. The Scheme was sanctioned by the Hon'ble NCLT, Mumbai Bench and Hon'ble NCLT, Bengaluru Bench vide their orders dated 10 October 2019 and 7 November 2019 respectively. On 9 December 2019, the Board of Directors approved the allotment of 7,14,56,240 equity shares of the face value of Rs 10 each, fully paid-up, to the eligible equity shareholders of TCIL as on 6 December 2019 ('Record Date') as per the share entitlement ratio, i.e., 1889 equity shares of Quess of Rs 10 each fully paid up for every 10,000 equity shares of Re. 1 each held in TCIL, as approved the Hon'ble NCLT of Mumbai and Bengaluru Bench, and also approved the cancellation and reduction of 7,13,23,496 equity shares held by TCIL. Pursuant to Clause 32.7 of the Scheme, Fairbridge Capital (Mauritius) Limited, promoter of TCIL, became the promoter of Quess upon issuance and allotment of equity shares. During the year 2019-20, MFX Chile SpA was dissolved on 9 December 2019. As on 31 March 2020,the company has 13 domestic,20 overseas subsidiaries,2 domestic and 3 overseas associate companies under its roof. The Preferential Issue Committee of the Board at its meeting held on 26 September 2019, allotted 7,54,437 equity shares by way of a private placement on preferential allotment basis to Amazon.com NV Investment Holdings LLC, a Portfolio Investor, of the face value of Rs 10/-each at a price of Rs 676/- each, including a premium of Rs 666/- per equity share aggregating to an amount of Rs 50,99,99,412/-. During the quarter ended 30 June 2020, the Company acquired additional 25.00% stake in Terrier Security Services (India) Private Limited ('TSSIPL') for a purchase consideration of Rs 645.00 million. Consequent to the additional 25,00% acquisition, the total shareholding in TSSIPL has increased from 49.00% to 74.00% and TSSIPL has become subsidiary of the Company. During the quarter and year ended 31 March 2020, the Company after exploring various options decided to terminate the joint arrangement with Quess East Bengal FC Private Limited ('QEBFC'), an associate of the Company after considering its long term economic viability. During the quarter ended 30 September 2020, the Company sold Dependo Logistics Services Private Limited for a consideration of Rs I 00.00 million. During the quaner ended 30 September, the Company entered into a Termination agreement ('Agreement') with Quess East Bengal FC Private Limited and the East Bengal Club ('Club') for terminating the shareholders agreement dated 5 July 2018 among the Company. QEBFC and the Club on mutual consent. As per the agreement, the sporting rights has hecn surrendered to the Club with effect from 16 July 2020 and the Company has acquired the balance 30 00% equity stake in QEBFC for a nominal value of' Rs 1000. On 28 July 2020 the Board of Directors had approved the proposal for voluntary liquidation of QEBFC. During the quarter ended 31 March 2021, the Company entered into Shareholder's Agreement ('SHA'} and Share Subscription Agreement ('SSA') with Stellarslog Technovation Private Limited ('STPL') and its Shareholders to acquire equity stake in STPL. On 29 January 2021, the Company had acquired 16.12% equity stake in STPL for a consideration of Rs 20.00 million. On 02 February 2021, the Company acquired additional 3.76% equity stake in Vedang Cellular Services Private Limited ('VCSP') at a consideration of Rs 6,97 million, pursuant to the clauses relating to NCI-Put option of the Original Share purchase agreement dated 25 October 2017 among Quess Corp Limited, Vedang Radio Technology Private Limited, VCSP and Ashish Kapoor. As of 3 I March 2021, the Company holds 92.47% equity stake in VCSP.

Quess Corp Ltd Chairman Speech

Dear Shareholders,

I am delighted to share the excitement we feel at Quess as we build an enduring institution. This year we have faced a new set of challenges, added more capabilities and built more relationships; also becoming India's largest domestic private sector employer along the way. With a new and refreshing spirit and a ‘can-do' attitude, we are set to navigate the post Covid-19 world, with our values and our purpose as our guiding lights.

At Quess, we focus on driving productivity for our clients by outsourcing and optimizing their non-core activities, and we remain steadfast in our endeavour to provide more value to our clients. This has led to the formation of India's largest business services platform that offers a mix of workforce, product and platform solutions.

Our ikigai, our purpose, remains that of improving productivity for clients. Over the years; we have identified several inefficient processes that are non-core to businesses across HR, Training, Facilities Maintenance, IT services, Security, Compliance, Sales & Marketing, etc., and built value adding services around them. Our ability to satisfy 2,600+ clients daily, train 57,000 candidates annually, maintain 258 million sq. ft. of facilities while managing 65 million resumes, stand testament to our success.

The world is changing as employer preferences morph, job stints become shorter, and career preferences remain in flux. An average employee today has pivoted 5-6 times in his/her career, posing a challenge to the efficiency of the Human Resources team. With 560 million users and a 50% internet penetration rate, India is the second largest online market in the world. The rate of internet adoption, tech innovations & changing career preferences have led to the creation of diverse employment opportunities like the grey & orange collared workforce behind the tech platforms. Formalisation of jobs have morphed social contracts and protection of employee benefits have become a priority for policymakers. Wage growth stagnation, in comparison to economic development, have made workers scramble for their livelihood. While we have partnered with our clients in providing Workforce management, Operating Asset management & Technology solutions, we also understand the opportunity for outcome-based service delivery models.

Our ability to provide services according to our clients' needs are reiterated in our long-standing client relationships and in the addition of 600 new clients this year. Our business model is unique and largely non-replicable now, as we sustain #1 and #2 positions in most of our businesses in India and an unparalleled presence across South East Asia, US, Canada and the Middle East. With 15 bots & 90 apps delivering automated business processes and with 70+ Acts & 1,000+ minimum wage codes under our digital compliance tool, and 61+ copyrighted training courses, we have a comprehensive suite of outsourced processes that is difficult to replicate.

Our unrelented focus on being agile to client requirements, retaining the entrepreneurial gene, and simultaneously diversifying our service offerings to become an all-weather business, has helped us stay young while growing. Our Workforce Management platform has the capability to onboard 20,000+ headcount a month to meet client requirements.

By being in the flow and taking advantage of growing opportunities, we have always leveraged our deep domain expertise and built scale. With operations spanning across 10+ countries, divided across 3 platforms and employing over 3,84,000 people, as on 31 March 2020, this year we focused on consolidating our brand architecture and operating structure. Previously, stakeholders who lacked a clear picture of the numerous brands operating under Quess, can now be free of any ambiguity as we have consolidated our platforms into three broad categories- Work Force Management (WFM), Operating Asset Management (OAM) and Global Technology Solutions (GTS). Further, to simplify our internal organizational structure, we have appointed Presidents for each platform. This has helped us retain our entrepreneurial spirit and create a clear demarcation of roles, with equitable distribution of responsibilities.

Highlights for the year

During the year under review, we registered a 29% growth in overall revenue and maintained healthy growth across all platforms.

Guruprasad Srinivasan, a founding leader at Quess, has led our India Operations from the front. We increased use of technology in all our processes that enabled us to considerably reduce cost while increasing operational efficiency.

Our General Staffing business led by Lohit Bhatia continued to grow at a sustained rate of 56% YoY.

Our Facilities Management business was focused on acquiring more direct and comprehensive contracts this year, which improved our EBITDA margins from 8.6% to 10.1% in FY'20 and resulted in a revenue growth of 10% YoY.

The revenue of the Global Technology Solutions platform under Pinaki Kar grew by 17% YoY along with growth in EBITDA of 137% YoY. The growth was mainly on account of acquisition of Allsec Technologies and expansion of offerings in the BPM segment with deepened service lines for digitization and analytics.

One of our biggest achievements during the year was improvement of operating cash flow. Subramanian Ramakrishnan, our new CFO has led the path by significantly reducing our debt levels in the second half of FY'20. It not only validates our resilience amidst tough times, it also points to our strategic abilities to successfully manage cash and debt levels despite numerous challenges and an economic slowdown.

At Quess, we love contributing to society, impacting lives, and being a Great Place to Work (GPTW). With an aim of giving back to society and ensuring upliftment of the weaker sections, we extend our support for better education and health to the needy schools in Karnataka.

Our CSR activities are undertaken through Careworks Foundation (CWF) which was formed in 2014. CWF aims to bring about a positive change in society and impact young minds in the areas of health and education. As of 31 March 2020, we have covered 73 government schools, impacting lives of 13,800 children through our flagship School Enhancement Programme. Further, under our Careworks initiative during the Covid-19 lockdown, we have served 80,000 meals to the marginalised by leveraging Quess' food services business.

In FY'20, Quess has been certified as a 'Great Place to Work' by Great Place to Work Institute. The certification is recognized globally by employees and employers alike, and is considered the 'Gold Standard' in identifying and recognizing great workplace culture through a rigorous and objective methodology. It also stands testimony to our robust and impressive work culture. To keep our flag flying higher, we have also formed the GPTW core committee to focus on all key HR initiatives and together, we can make Quess a 'Greater Place To Work' in the days to come.

Despite continuous challenges in our key market in India, especially in the last quarter of FY'20 when we were impacted by the Covid-19 pandemic, we remained steadfast and resilient. In the face of adversity we found time to sharpen our axe, realign and restart our businesses.

As we enter FY'21, we will continue to focus on long-term and sustainable growth. Before the Initial Public Offering [IPO), our Return on Equity (RoE) was around 25% and after IPO and multiple acquisitions over the years, our RoE stands at 10.5% on 31 March 2020. However, we are constantly working towards delivering a sustainable year on year cashflow growth of 20% and achieving a 20% RoE through sound capital allocation, disinvestment of non-performing assets and providing value added services to clients. We are also progressively working towards improving the profitability of all our companies by implementing prudent cost control mechanisms, reducing Selling, General and Administrative (SG&A) expenses & finance costs and adoption of new tax rates.

We will continue our institutionbuilding efforts by being the preferred firm for employees & customers alike, offering predictable returns to investors, contributing towards the well-being of the society and being future-ready. And, we will continue our adherence to the highest standards of integrity & governance to successfully retain trust of our stakeholders and be true to our 'ikigai'.

I would like to thank our amazing management team, our entrepreneurial people and our patient investors for this year of growth. I welcome Suraj to our team as the new Group CEO as he weaves a new winning spirit and a refreshed purpose across the group.

As we continue to map our growth trajectory, we remain steadfast to positively impact and touch the lives of many through the businesses we do at Quess!

Regards,

Ajit Isaac

Chairman & Managing Director

   

Quess Corp Ltd Company History

Quess Corp Ltd, India's leading integrated business services provider was established in September 19th, 2007. The company is engaged in the business of providing services in global technology solutions, people and services, integrated facility management, industrials and Internet business. Headquartered in Bengaluru, the company has a pan-India presence with 65 offices, as well as operations in North America, South America, the Middle East and South East Asia. Quess serves over 1,700 clients worldwide. Quess Corp was promoted earlier by Fairfax Financial Holdings through its Indian subsidiary, Thomas Cook India Ltd (TCIL) and Mr. Ajit Isaac, Chairman & MD. In 2008, Quess Corp acquired Avon Facility Management Services Ltd, which helped it start a new line of business in the facility management space. In 2009, Quess Corp acquired Coachieve Solutions Private Limited, a Human Resource Solutions company which expand Quess Corp' offerings into the HR solutions space. In 2010, Quess Corp ventured into the high-margin business of professional IT Staffing with the acquisition of Magna Infotech. In 2013, Quess Corp secured a strategic investment from Fairfax Financial Holdings. Fairfax invested in Quess through their Indian subsidiary, Thomas Cook India Limited. In 2014, Quess Corp acquired Hofincons Infotech & Industrial Services ltd Bangalore to set up a new business segment in the Industrial Asset Management space. On 17 September 2014, Quess Corp signed a definitive agreement to acquire Brainhunter (Zylog Systems (Canada) Limited), subject to statutory and regulatory approvals. Brainhunter headquartered in Toronto (Canada), is a leading IT and Engineering professional firm, employing about 700 professionals and with revenues of about USD 80 million. On 13 February 2015, Quess Corp announced the signing of a definitive agreement to acquire Aramark India Pvt Ltd (Aramark India) from Aramark, subject to statutory and regulatory approvals. Based out of Mumbai, Aramark India is a facility management company with niche offerings in hospitality and healthcare facility management. The company has operations in more than 80 sites pan-India and with a workforce of over 2,500 employees spread across 9 states. Aramark India services several marquee clients, many of whom are amongst India's leading conglomerates. This acquisition will strengthen Quess' position as a leading pan India facilities management player with an integrated service offering spanning soft and hard services, pest control and catering. On 1 January 2016, Quess Corp Ltd. announced the completion of the acquisition of MFXchange holdings Inc (MFX) from Fairfax Financial Holdings Limited (Fairfax) with the purchase of the remaining 51% stake in the company pursuant to the terms of a share purchase agreement that was entered into Fairfax on 3 November 2014. Quess had earlier acquired a 49% stake in MFX from Fairfax in November 2014 under the Purchase Agreement. Based out of Morristown, NJ (US), MFX is leading provider of hosted information technology applications and outsourcing solutions for the US commercial property and casualty insurance industry. The acquisition is expected to strengthen Quess' Global Technology Solutions business segment due to MFX's presence in the niche insurance focused IT Products and Solutions space in North America. Quess Corp Ltd undertook an initial public offer of equity shares and subsequently its equity shares were listed on the Bombay Stock Exchange (BSE) and National Stock Exchange on 12 July 2016. On 19 October 2016, Quess Corp announced that it has entered into a definitive agreement to acquire a 49% stake in Terrier Security Services (India) Private Limited (Terrier), marking its entry into the manned guarding and security solutions business. With a track record of over 27 years, Terrier is among the leading providers of manned guarding services in India. In addition, Terrier also provides training services for security personnel and electronic security solutions to clients. In 2017, Quess Corp expanded its geographical footprint by acquiring Comtel Solutions Pte. Ltd. - a market leader in IT Staffing in Singapore. Comtel is one of Singapore's largest independent staffing companies with services offered across staffing solutions, managed services solutions, and recruitment and search services with operations across Malaysia and Indonesia. During the financial year ended 31 March 2018, Quess Corp successfully closed its first Institutional Placement Programme (IPP) and rose about Rs 874 crore of stock and through this process added some marquee investors as its shareholders. The IPP was priced at Rs 800 per share. On 25 October 2017, Quess entered into an agreement to acquire 70% equity in Vedang Cellular Services Private Limited. Quess completed this acquisition for a consideration of Rs 40 crore on 10 November 2017. Vedang plans, designs and optimizes telecom cell sites and also installs active components on cellular towers and their O&M. It is one of the largest players in the telecom network operations and maintenance space with strong industry relations, superior service offerings and deep technical capabilities. On 20 November 2017, Quess entered into an agreement to acquire 51% stake in Conneqt Business Solutions Limited (formerly known as Tata Business Support Services). Quess paid Rs 153 crore cash consideration for this acquisition. The transaction was closed on 27 November 2017. Headquartered in Hyderabad, Conneqt is among India's premier Customer Experience (CX) management companies, with over ten years of sectoral expertise. On 30 Novembers 2017, National Company Law Tribunal (NCLT) approved the Scheme of Merger of the facilities management business of Manipal Integrated Services (MIS) into Quess Corp with effect from 1 December 2016. Pursuant to NCLT approval, Quess issued 71.49 lakh equity shares to equity shareholders of MIS as part of the remaining consideration. This strategic acquisition gave Quess a strong foothold in the rapidly growing healthcare and education facility management space and helped Quess become a leading integrated facility management provider in the country. On 24 January 2018, Quess announced to acquire 90% stake in Greenpiece Landscapes India Private Limited for a cash consideration upto Rs 26 crore. This consideration was subject to adjustments based on future performances of the company. The transaction was closed on 8 May 2018. Greenpiece is a leading end-to-end design and landscaping services firm catering to marquee corporate, industrial and real estate firms in India and abroad. On 31 January 2018, Quess announced to acquire 100% stake in Monster India and its business in South East Asia and the Middle East for a cash consideration of USD 14 million on a debt-free cash-free basis. The transaction was closed on 8 February 2018. Monster, a leading online career and recruitment resource with its cutting-edge technology, provides relevant profiles to employers and relevant jobs to jobseekers across industry verticals, experience levels and geographies. On 31 January 2018, Quess announced to acquire 100% stake in HCL Computing Products Limited, which further acquired Care Business of HCL Services Limited, a subsidiary of HCL Infosystems Limited. The consideration was Rs 30 crore (on a debt-free cash-free basis) via a combination of primary and secondary payouts. The transaction was closed on 11 April 2018. Post-acquisition, the acquired business has been re-branded as DigiCare' to give it a distinct and unique corporate identity in the Consumer Services space. DigiCare is one of the leading after-sales service providers for product categories such as mobile phones, consumer electronics and consumer durables in the customer lifecycle management space. The Board of Directors of Quess Corp Limited (Quess) at its meeting held on 23 April 2018 approved the Scheme of Arrangement whereby the Human Resource business of Thomas Cook (India) Limited (TCIL) along with TCIL's investment in Quess will be demerged to Quess through an NCLT process. This is subject to regulatory approvals. Pursuant to the scheme, TCIL shareholders will receive 1,889 equity shares of Quess (of Rs 10 each) for every 10,000 equity shares (of Rs 1 each) held in TCIL. This arrangement will primarily lead to the overall public shareholding in Quess increasing from approximately 28% to 45%, resulting in a more diverse shareholder base with higher liquidity for Quess shares in the capital market. Existing promoter of TCIL, Fairbridge Capital Mauritius Limited, would be classified, as the promoter of Quess and this would further add strategic value for Quess going forward. Thomas Cook (India) Limited (TCIL) ceased to be the parent company and Fairfax Financial Holding Limited (FFHL) ceased to be the ultimate holding company of Quess Corp Limited with effect from 1 March 2018. Subsequent to 31 March 2019, the Company ('PAC') through its subsidiary Conneqt Business Solutions Limited ('Acquirer') has entered into a Share Purchase Agreement ('SPA') with Mr. Ramamoorthy Jagadish and Mr. Adisheshan Saravanan ('SPA1') and First Carlyle Ventures Mauritius ('SPA2') and shareholders of Allsec Technologies Limited ('Target') to acquire 1,33,11,060 fully paid equity shares. On 17 April 2019, the Acquirer has entered into a SPA with SPA1 to acquire 53,87,155 shares at Rs 320.00 per share amounting to Rs 17,238.90 lakhs and with SPA2 to acquire 39,61,940 shares at Rs 250.00 per share amounting to Rs 9,904.85 lakhs. Pursuant to Regulations 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended ('SEBI SAST Regulations') the Acquirer along with the PAC have made a Public Announcement ('PA') for Open Offer ('Offer') to the shareholders of the Target Company to acquire up to 39,61,965 fully paid equity shares of Rs 10.00 each at a price of Rs 320.00 per share, payable in cash. On 3 May 2019 the Draft Letter of Offer is filed with Securities and Exchange Board of India ('SEBI'). The Acquirer and the PAC have appointed Axis Capital Limited as the Managers to the Open Offer, in terms of Regulation 12 of the SEBI SAST Regulations. Subsequent to 31 March 2019, the Board of Directors of the Company at its meeting held on 17 April 2019, considered and approved additional investment of (a) Rs 19,310.00 lakhs by way of subscription to equity shares to be issued and allotted by Conneqt Business Solutions Limited ('CBSL') ('the Equity Subscription') and (b) Not exceeding Rs 21,000.00 lakhs by way of subscription to compulsorily convertible debentures ('CCDs') to be issued and allotted by CBSL. Pursuant to the Equity Subscription, the total shareholding of the Company in CBSL will increase from 51.00% to 70.00%. The foregoing shareholding of Quess in CBSL may further increase on conversion of the CCDs. Subsequent to 31 March 2019, on 7 May 2019 the Company acquired balance 10.00% equity stake in GLIPL at a consideration of Rs 280.00 lakhs and GLIPL has become 100.00% subsidiary of the Company. On October 25, 2018 the Board of Directors had accorded its approval for merger of its 4 (Four) Wholly Owned Subsidiaries (i.e. Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited and Master Staffing Solutions Private Limited) with Quess. As on 31 March 2019,the company has 16 domestic,18 overseas subsidiaries,2 domestic associate and 3 overseas associate companies under its roof. Pursuant to the order dated 28 June 2019 of the Hon'ble National Company Law Tribunal ('NCLT'), Bengaluru Bench, sanctioning the Composite Scheme of Arrangement and Amalgamation ('Scheme') amongst Thomas Cook (India) Limited ('TCIL') and Travel Corporation (India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTC Travel Management Private Limited and Quess Corp Limited and their respective Shareholders and Creditors, the Company obtained the approval of Shareholders and Creditors on 20 August 2019. The Scheme was sanctioned by the Hon'ble NCLT, Mumbai Bench and Hon'ble NCLT, Bengaluru Bench vide their orders dated 10 October 2019 and 7 November 2019 respectively. On 9 December 2019, the Board of Directors approved the allotment of 7,14,56,240 equity shares of the face value of Rs 10 each, fully paid-up, to the eligible equity shareholders of TCIL as on 6 December 2019 ('Record Date') as per the share entitlement ratio, i.e., 1889 equity shares of Quess of Rs 10 each fully paid up for every 10,000 equity shares of Re. 1 each held in TCIL, as approved the Hon'ble NCLT of Mumbai and Bengaluru Bench, and also approved the cancellation and reduction of 7,13,23,496 equity shares held by TCIL. Pursuant to Clause 32.7 of the Scheme, Fairbridge Capital (Mauritius) Limited, promoter of TCIL, became the promoter of Quess upon issuance and allotment of equity shares. During the year 2019-20, MFX Chile SpA was dissolved on 9 December 2019. As on 31 March 2020,the company has 13 domestic,20 overseas subsidiaries,2 domestic and 3 overseas associate companies under its roof. The Preferential Issue Committee of the Board at its meeting held on 26 September 2019, allotted 7,54,437 equity shares by way of a private placement on preferential allotment basis to Amazon.com NV Investment Holdings LLC, a Portfolio Investor, of the face value of Rs 10/-each at a price of Rs 676/- each, including a premium of Rs 666/- per equity share aggregating to an amount of Rs 50,99,99,412/-. During the quarter ended 30 June 2020, the Company acquired additional 25.00% stake in Terrier Security Services (India) Private Limited ('TSSIPL') for a purchase consideration of Rs 645.00 million. Consequent to the additional 25,00% acquisition, the total shareholding in TSSIPL has increased from 49.00% to 74.00% and TSSIPL has become subsidiary of the Company. During the quarter and year ended 31 March 2020, the Company after exploring various options decided to terminate the joint arrangement with Quess East Bengal FC Private Limited ('QEBFC'), an associate of the Company after considering its long term economic viability. During the quarter ended 30 September 2020, the Company sold Dependo Logistics Services Private Limited for a consideration of Rs I 00.00 million. During the quaner ended 30 September, the Company entered into a Termination agreement ('Agreement') with Quess East Bengal FC Private Limited and the East Bengal Club ('Club') for terminating the shareholders agreement dated 5 July 2018 among the Company. QEBFC and the Club on mutual consent. As per the agreement, the sporting rights has hecn surrendered to the Club with effect from 16 July 2020 and the Company has acquired the balance 30 00% equity stake in QEBFC for a nominal value of' Rs 1000. On 28 July 2020 the Board of Directors had approved the proposal for voluntary liquidation of QEBFC. During the quarter ended 31 March 2021, the Company entered into Shareholder's Agreement ('SHA'} and Share Subscription Agreement ('SSA') with Stellarslog Technovation Private Limited ('STPL') and its Shareholders to acquire equity stake in STPL. On 29 January 2021, the Company had acquired 16.12% equity stake in STPL for a consideration of Rs 20.00 million. On 02 February 2021, the Company acquired additional 3.76% equity stake in Vedang Cellular Services Private Limited ('VCSP') at a consideration of Rs 6,97 million, pursuant to the clauses relating to NCI-Put option of the Original Share purchase agreement dated 25 October 2017 among Quess Corp Limited, Vedang Radio Technology Private Limited, VCSP and Ashish Kapoor. As of 3 I March 2021, the Company holds 92.47% equity stake in VCSP.

Quess Corp Ltd Directors Reports

Dear Members,

The Board of Directors ("Board”! with immense pleasure present their 13th Annual Report on business and operations of Quess Corp Limited ("the Company” or "Quess”|, along with Audited Financial Statements for the financial year ("FY”) ended 31 March 2020. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Review:

In compliance with the provisions of the Companies Act, 2013 ("Act”), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company has prepared its Standalone and Consolidated financial statements as per Indian Accounting Standards ("Ind AS”) for the FY 2019-20. The Standalone and Consolidated financial highlights of the Company's operations are as follows:

Particulars

Consolidated

Standalone

FY20 FY19 FY20 FY19*
Revenue 109,914.82 85,269.93 77,402.32 56,947.89
Other Income 510.89 712.26 475.46 465.44
Total Income 110,425.71 85,982.19 77,877.78 57,413.33
Cost of material and stores and spare parts consumed 2,670.55 2,624.05 1,309.54 1,397.40
Employee expenses 90,634.38 67,132.12 67,914.63 47,664.93
Other expenses 10,031.87 10,867.98 4,842.87 4,715.66
Finance Costs 1,668.01 1,143.99 967.99 636.66
Depreciation and Amortization Expense 2,486.07 1,231.50 656.18 454.02
Total Expenses 107,490.88 82,999.64 75,691.21 54,868.67
Share of Profits/(loss) in Associates (138.33) (88.09) 0.00 0.00
Profit/loss before exceptional items and tax 2,796.50 2,894.46 2,186.57 2,544.66
Exceptional items 6,640.52 - 5,261.18 -
Profit/(Loss) Before Tax (3,844.02) 2,894.46 (3,074.61) 2,544.66
Tax Expense (474.76) (328.97) (294.46) (204.33)
Profit/(Loss) for the year (4,318.78) 2,565.49 (3,369.07) 2,340.33
Total Comprehensive income for the year (4,221.34) 2,628.95 (3,420.29) 2,324.95
Basic EPS (in J) (30.28) 17.61 (22.94) 16.05
Diluted EPS (in J) (30.22) 17.51 (22.89) 15.96

*has been restated

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

2. Secretarial Standards:

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

3. COVID-19:

Novel Coronavirus ("COVID-19”) outbreak was first reported towards the end of 2019 and has been declared a pandemic by the World Health Organization ("WHO”). India was quick to close its international borders and enforce an immediate lockdown, which WHO praised as "tough and timely". Still, the population of 1.3 billion spread across diverse states, health inequalities, widening economic and social disparities, and diverse cultural values bring distinctive challenges to our Country.

Quess has gone above and beyond the statutory obligation, including enabling free emergency medical hotline for all employees, donating free meals etc. We took adequate measures for employees' safety, health and well-being in the wake of the virus outbreak. The Company abided by all guidelines, as issued by MCA vide circular dated 19 March 2020, for compulsory 'Work from Home' for all office staff and complied with the advisory issued by respective local and State Government authorities, from time to time. As of 22 March 2020, 'Work from Home' was announced and enabled for all Quess employees to work remotely and securely. In lieu of the same, the Company has also filed 'Company Affirmation of Readiness' towards COVID-19 dated 23 March 2020 through web services provided by MCA.

The Human Resource ("HR”| department of the Company recommended procedures for employees to ensure adherence to 'Work from Home'. It laid down proposals for developing an effective plan, building work relationships, prioritizing communication, establishing accountability and flexibility at the same time. The HR has, from time to time, communicated to all employees about various government advisories and protective measures, as and when issued. The Company has also arranged various sessions on Health and Wellness including arrangements for Telemedicine facilities.

In the first week of April 2020, the Company's Chairman and Managing Director, Mr. Ajit Isaac and Executive Director and Group CEO, Mr. K. Suraj Moraje interacted with all employees through a virtual meeting to boost the confidence of employees in facing different challenges. They apprised the employees about selfless efforts made by the Company in association with the 'Careworks Foundation', for helping various frontline workers, staffs and underprivileged people at different levels. The Directors expressed their appreciation and gratitude towards employees and management for keeping their businesses running under extremely challenging circumstances.

4. Dividend:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the parameters covered under Company's dividend distribution policy, has decided that it would be prudent not to recommend any dividend for the year under review.

5. Dividend Distribution Policy:

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

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

Provisions of Section 125(2) of the Act, does not apply to the Company as the Company has not declared any dividend till date.

7. Transfer to Reserves:

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

8. Subsidiary Companies:

As on 31 March 2020, the Company has a total of 38 (Indian and foreign) subsidiaries and associate companies, comprising of 16 step down subsidiaries, 13 Wholly-Owned Subsidiaries, 4 Subsidiary Companies, 4 Associate Companies and 1 Joint Venture Company. Out of the 15 Indian Subsidiaries, Conneqt Business Solutions Limited is a Material Subsidiary within the meaning of Regulation 16(c) of the Listing Regulations, for which Secretarial Audit has been conducted pursuant to Regulation 24A of the Listing Regulations. There has been no material change in the nature of the business of the subsidiaries.

During the year, MFX Chile SpA was dissolved on 9 December 2019.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries, associates and joint ventures in Form No. AOC-1 is attached to the financial statements of the Company.

In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are given as an annexure to the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated financial statements of the Company along with relevant documents and separately audited financial statements of the subsidiaries, are available on the Company's official website https://www.quesscorp.com/ investor/annual report.php.

9. Significant Developments in FY 2019-20:

(a) Amalgamations/ Demerger under Section 230 to 232 read with sections 52, 55 and 66 of the Act completed during the year:

Pursuant to the order dated 28 June 2019 of the Hon'ble National Company Law Tribunal ("NCLT”), Bengaluru Bench, sanctioning the Composite Scheme of Arrangement and Amalgamation ("Scheme”) amongst Thomas Cook (India) Limited ("TCIL”) and Travel Corporation (India) Limited and TC Travel Services Limited and TC Forex Services Limited and SOTC Travel Management Private Limited and Quess Corp Limited and their respective Shareholders and Creditors, the Company obtained the approval of Shareholders and Creditors on 20 August 2019. The Scheme was sanctioned by the Hon'ble NCLT, Mumbai Bench and Hon'ble NCLT, Bengaluru Bench vide their orders dated 10 October 2019 and 7 November 2019 respectively.

Highlights of the Scheme:

Demerger of the Human Resource Services Business of TCIL relating to staffing/ human resource services for conducting tours and other businesses, talent development and training, resource management, facilities management services, selection services, food services and engineering services from TCIL into Quess.

On 9 December 2019, the Board of Directors approved the allotment of 7,14,56,240 equity shares of the face value of H10 each, fully paid-up, to the eligible equity shareholders of TCIL as on 6 December 2019 ("Record Date") as per the share entitlement ratio, i.e., 1889 equity shares of Quess of H 10 each fully paid up for every 10,000 equity shares of Re. 1 each held in TCIL, as approved the Hon'ble NCLT of Mumbai and Bengaluru Bench, and also approved the cancellation and reduction of 7,13,23,496 equity shares held by TCIL without any further act or deed pursuant to Clause 44.3 of the Scheme.

Pursuant to Clause 32.11 of the Scheme, the Board of Directors approved the consolidation of all fractional entitlements and allotted 32,281 equity shares to Catalyst Trusteeship Limited appointed as Corporate Trustee, who sold the shares in the open market on behalf of the equity shareholders entitled to fractional entitlements and paid to Quess, the net sale proceeds thereof, whereupon Quess distributed such net sale proceeds (after deduction of applicable taxes, if any), to the equity shareholders in proportion to their respective fractional entitlements.

Pursuant to Clause 32.7 of the Scheme, Fairbridge Capital (Mauritius) Limited, promoter of TCIL, became the promoter of Quess upon issuance and allotment of equity shares.

The Company received listing approvals on 17 and 18 December 2019 and trading approvals on 24 and 26 December 2019 respectively from the Stock Exchange(s).

(b) Merger under Section 233 of the Act completed during the year:

The Company at its Extra-Ordinary General Meeting of Shareholders and Meeting of Creditors held on 10 October 2019, obtained the requisite approval under Section 233 of the Companies Act, 2013 and received an order dated 15 November 2019 from the Regional Director, South-East Region, Hyderabad sanctioning the Scheme of Amalgamation ("Scheme") of Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited, Master Staffing Solutions Private Limited ("collectively referred to as Wholly-Owned Subsidiaries") with Quess Corp Limited. The Scheme came into effect from its appointed date i.e. 1 April 2019.

(c) Merger under Section 233 of the Act 'In-process':

The Company at its Board Meeting held on 18 February 2020, has obtained the in-principle approval from the Board for the proposed merger of Greenpiece Landscapes India Private Limited, Golden Star Facilities and Services Private Limited, MFX Infotech Private Limited, Trimax Smart Infraprojects Private Limited ("collectively referred to as Wholly-Owned Subsidiaries") with Quess Corp Limited. The Company is in the process to consider and approve the draft Scheme of Amalgamation.

(d) Acquisitions/ Investments/ Agreements during the year:

During the year, Conneqt Business Solutions Limited ("Conneqt" or "acquirer"), subsidiary of the Company acquired 73.39% of the total share capital of Allsec Technologies Limited ("Allsec") in various modes, including an open offer. Allsec is a Company incorporated under the provisions of Companies Act, 1956 with CIN: L72300TN1998PLC041033 and is listed on BSE Limited (with scrip code "532633") and National Stock Exchange of India Limited (with symbol "ALLSEC") with listed capital of H 152,383,260 comprising of 15,238,326 Equity Shares of H 10 each. The Company is primarily engaged in the business of Business Process Outsourcing, HRO Services, Transaction Processing & IT enabled services. Conneqt acting in concert with Quess Corp Limited ("PAC") entered into a Share Purchase Agreement with the continuing erstwhile promoters dated 17 April 2019 ("Promoter SPA"). Under the terms of the Promoter SPA, the acquirer acquired 53,87,155 equity shares on 10 July 2019 from the continuing erstwhile promoters of Allsec.

Further, the acquirer entered in a separate Share Purchase Agreement dated 17 April 2019 with First Carlyle Ventures Mauritius ("Carlyle") (the "Carlyle SPA"). Under the terms of the Carlyle SPA, the acquirers acquired 39,61,940 equity shares from Carlyle on 29 May 2019. Hence under the terms of both the Promoter SPA and Carlyle SPA, acquirer acquired an aggregate of 93,49,095 equity shares representing 61.35% of the total paid-up capital of the Company.

Pursuant to above and in accordance with Regulation 3(1), 4 and other applicable provisions under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, an Open Offer was triggered and the acquirer acquired 1,833,817 equity shares of the Company from the general public representing 12.04% of the total shareholding of Allsec. The shares acquired through the open offer along with the shares acquired as a part of the Promoter SPA and Carlyle SPA, has resulted in the acquirer acquiring a total of 11,182,912 equity shares representing 73.39% of the paid up equity capital of Allsec.

On 17 April 2019, the Board considered and approved an additional investment of: (a) H 193.10 Crore by way of subscription to equity shares issued and allotted by Conneqt (the "Equity Subscription"); and (b) not exceeding H 210 Crore by way of subscription to compulsorily convertible debentures ("CCDs”| issued and allotted by Conneqt (together with the Equity Subscription). Pursuant to the Equity Subscription, the total shareholding of Quess in Conneqt increased from 51% to 70%. The foregoing shareholding of Quess in Conneqt may further increase on the conversion of the CCDs.

An additional investment of 10% in the equity shares of Greenpiece Landscapes India Private Limited ("Greenpiece”), thereby making Greenpiece as the Wholly-Owned Subsidiary of the Company on 24 April 2019.

On 12 July 2019, the Board of Directors of the Company approved the execution of Share Subscription Agreement and Investment Agreement between Amazon.com NV Investment Holdings LLC ("Amazon”) and Qdigi Services Limited ("Qdigi”), a Wholly-Owned Subsidiary of the Company in relation to the utilization of proceeds of the investment towards the business of Qdigi.

The Board of Directors at its meeting held on 10 September 2019 approved the slump sale of HR Compliance Business of Coachieve Solutions Private Limited, a Wholly-Owned Subsidiary of the Company to Allsec Technologies Limited, a step-down subsidiary, on terms and conditions contained in the Business Transfer Agreement.

During the year, Quess has signed various agreements for the subscription of Compulsorily Convertible Debentures ("CCDs”) with its Subsidiary Companies for the conversion of their outstanding loan and advances into CCDs. These Debentures were allotted to the Company in the respective Board meeting of the Subsidiary Companies by way of a private placement.

During the year, the Company acquired balance 49% stake in Trimax Smart Infraprojects Private Limited ("Trimax”) and executed the Settlement cum Share Purchase Agreement dated 16 October 2019, by which Trimax became a Wholly-Owned Subsidiary of the Company.

The Board at its meeting held on 30 October 2019 amended the Fully Convertible Debentures Subscription Agreement dated 24 May 2019 and the Shareholders Agreement dated 20 November 2017 entered between Conneqt Business Solutions Limited, Quess Corp Limited and Tata Sons Private Limited.

The Company made an additional investment of 18.71% in Vedang Cellular Services Private Limited ("Vedang”) by the execution of Share Purchase Agreement on 10 December 2019. Presently, the Company holds 88.71% in Vedang.

The Company made an acquisition of balance 30% stake in Golden Star Facilities and Services Private Limited ("Golden Star”) on 5 November 2019.

Subsequently, Golden Star became a Wholly-Owned Subsidiary of the Company.

10. Share Capital:

During the year under review, there has been no change in the Authorised Share Capital of the Company. However, the paid- up share capital of the Company as on 31 March 2020 was H 1,475.11 million as compared to H 1,460.85 million in the previous year.

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

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

The Nomination and Remuneration Committee at its meeting held on 17 April 2019, allotted 19,095 equity shares of H 10 each to the employees of the Company who exercised their options under Quess Corp Employees' 2009 Amended Stock Option Scheme.

The Nomination and Remuneration Committee on 30 October 2019, had further allotted 5,19,585 equity shares of H 10 each to the employees of the Company who exercised their options under Quess Corp Employees' 2009 Amended Stock Option Scheme.

(b) Preferential Issue -

The Preferential Issue Committee of the Board at its meeting held on 26 September 2019, allotted 7,54,437 equity shares by way of a private placement on preferential allotment basis to Amazon.com NV Investment Holdings LLC, a Portfolio Investor, of the face value of H 10/- (Rupees Ten only) each at a price of H 676/- (Rupees Six Hundred Seventy Six Only) each, including a premium of H 666/- (Rupees Six Hundred Sixty Six Only) per equity share aggregating to an amount of H 50,99,99,412/- (Rupees Fifty Crore Ninety Nine Lakhs Ninety Nine Thousand Four Hundred Twelve Only). Amazon has received approval from Competition Commission of India for the aforementioned investment under Section 31(1) of the Competition Act, 2002.

(c) Cancellation and Reduction of shares pursuant to Scheme of Arrangement under Section 230 to 232 of the Act -

The Board at its meeting held on 9 December 2019, cancelled and reduced the existing 7,13,23,496 equity shares held by Thomas Cook (India) Limited pursuant to Clause 44.3 of the Scheme of Arrangement.

(d) Allotment pursuant to Scheme of Arrangement under section 230 to 232 of the Act -

The Company allotted 7,14,56,240 equity shares of H 10 each to the eligible shareholders of Thomas Cook (India) Limited as on 6 December 2019 ("Record Date”) as per the share entitlement ratio i.e. 1889 equity shares of Quess of H 10/- each fully paid up for every 10,000 equity shares held in Thomas Cook (India) Limited of H 1/- each fully paid up.

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.

11. Debentures:

As on 31 March 2020, the Company has 750 Secured Redeemable Non-Convertible Debentures ("NCDs”) of H 10,00,000 each aggregating to H 75,00,00,000 (Rupees Seventy Five Crores Only). The NCDs are listed on BSE Limited. Interest on the said debentures was paid on time as per the relevant provisions of the Act, and Listing Regulations. The Company has complied with all the applicable provisions of the Listing Regulations in respect of the said listed Debentures.

During the year, the Company redeemed 750 Secured Redeemable Non-Convertible Debentures of H 10,00,000 each aggregating to H 75,00,00,000 of SBI Credit Risk Fund, Debenture Holder on 23 January 2020.

Further, the Company modified the coupon rate from 8.25% (existing) to 8.50% (revised) effective 24 January 2020 after obtaining necessary approval from BSE Limited where the debentures are listed.

12. Credit Rating:

In order to comply with Basel-II guidelines, the Company has received credit ratings from ICRA Limited with respect to the Company's long-term and short-term fund based limits and Non-Convertible Debentures. As on 30 March 2020, ICRA has re-affirmed the credit ratings. Hence, there is no change in the credit rating during the year under review.

13. Deposits:

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

14. Directors and Key Managerial Personnel (KMPs):

(a) Director retiring by rotation -

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Chandran Ratnaswami (DIN: 00109215), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice.

(b) Appointment of Directors and KMPs -

On the basis of the recommendation of Nomination and Remuneration Committee ("NRC”), the Board of Directors at its Meeting held on 30 October 2019 appointed Mr. K. Suraj Moraje ("Mr. Suraj") (DIN: 08594844) as an Additional Director designated as the Executive Director and Group CEO (Designate) of the Company pursuant to Section 161(1) of the Act, with effect from 4 November 2019, for a period of five years, subject to the approval of the shareholders at the ensuing AGM.

The Board, at the same meeting, approved his appointment as Group Chief Executive Officer ("CEO”) of the Company with effect from 1 April 2020. In terms of Section 161(1) of the Act, the Board proposes the appointment of Mr. Suraj as Director of the Company, who holds office as an Additional Director until the conclusion of the ensuing Annual General Meeting.

The Board of Directors appointed Mr. Gopalakrishnan Soundarajan (DIN: 05242795), as an Additional Director of the Company with effect from 1 April 2020, on the recommendation of the NRC. As per the provisions of Section 161(1) of the Act, he holds the office of an Additional Director only up to the date of this Annual General Meeting of the Company and is eligible for appointment as Director. The Board has designated him as a Director in the category of Non-Executive and Non-Independent Director, who will be liable to retire by rotation.

The shareholders of the Company at the Extra-Ordinary General Meeting held on 23 December 2015 had approved the appointment of all the Non-Executive Independent Directors of the Company, i.e., Ms. Revathy Ashok (DIN: 00057539), Mr. Pratip Chaudhuri (DIN: 00915201), Mr. Pravir Kumar Vohra(DIN: 00082545) and Mr. Sanjay Anandaram (DIN:00579785) for a period of 5(five) consecutive years up to the conclusion of the Annual General Meeting ("AGM”) of the Company scheduled to be held in the year 2020. Therefore, their term is expiring at the ensuing AGM.

As per the provision of Section 149(10) of the Companies Act, 2013 and on the basis of the recommendation of NRC and in view of their knowledge, expertise, age under the policy, the Board of Directors at their meeting held on 31 August 2020 proposed the reappointment of Ms. Revathy Ashok (DIN: 00057539) and Mr. Sanjay Anandaram (DIN: 00579785) as Non-Executive Independent Directors at the ensuing AGM by way of passing of special resolution for a period of second term/tenure of 5 (five) consecutive years.

Further, on the basis of the recommendation of NRC, the Board of Directors appointed Mr. Gaurav Mathur (DIN: 00016492) and Mr. Kalpathi Ratna Girish (DIN: 07178890) as Non-Executive Independent Directors of the Company w.e.f 31 August 2020 to hold office for a term of 5 (five) consecutive years, subject to the approval of the shareholders at the ensuing AGM. Their profile is attached to the Notice of the ensuing AGM. They would not be liable to retire by rotation.

On the basis of the recommendation of NRC, the Board of Directors at their meeting held on 17 April 2019 appointed Mr. Kundan K Lal (M. No.: F8393) as the Company Secretary and Compliance Officer of the Company as per the provisions of Section 203 of the Act read with Regulation 6 of the

Listing Regulations and on 27 June 2019, appointed Mr. Subramanian Ramakrishnan as the Chief Financial Officer of the Company as per provisions of Section 203 of the Act.

(c) Resignation of Directors -

In terms of Section 168 of the Act:

1. Mr. Madhavan Karunakaran Menon (DIN: 00008542) resigned from the office of Director with effect from 29 October 2019.

2. Mr. Subrata Nag (DIN: 02234000) resigned from the post of Executive Director and Group CEO of the Company with effect from the closing of 31 March 2020.

(d) Declaration of Independence -

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted their declarations that each one of them meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

(e) Board Diversity -

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will leverage differences in thought, perspective, knowledge and industry experience to help us retain our competitive strength. The Company has evaluated the policy with a purpose to ensure adequate diversity in its Board of Directors, which enables them to function efficiently and foster differentiated thought processes at the back of varied industrial and management expertise. The Board recognizes the importance of diverse composition and has therefore adopted a Board Diversity Policy. The policy is made available on the Company's official website at - https://www.quesscorp.com/investor/dist/ images/pdf/Governance/Policv-on-Board-Diversitv.pdf

(f) Annual Board Evaluation and Familiarisation Programme for Board members -

The Board of Directors and the Nomination and Remuneration Committee had carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act and Listing Regulations on 22 May 2019. The performance as a whole was evaluated by the Board after seeking input from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by SEBI on 5 January 2017. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

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

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

(g) Policy on Directors Appointment and Remuneration -

In compliance with the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Board, on the recommendation of the Nomination and Remuneration Committee has approved the policy for selection and appointment of Directors. The aforesaid policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board so as to maintain an appropriate balance of skills and experience within the Board. The policy also provides for selection criteria for appointment of Directors, viz. educational and professional background, general understanding of the Company's business dynamics, global business and social perspective, personal achievements and Board diversity. The policy on remuneration can be accessed at weblink - https:// www.quesscorp.com/investor/dist/images/pdf/Policies/ Nomination-and-Remuneration-Policy.pdf.

15. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the accounts for the year ended 31 March 2020, the applicable accounting standards have been followed and there are no material departures from the same;

b| they have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2020 and of the loss of the Company for the year under review;

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

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

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

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

16. Number of Meetings of the Board:

Eleven (11) meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

17. Internal Financial Control Systems and Their Adequacy:

The Company has established a strong framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2019-20 and their adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

18. Audit and Auditors:

(a) Statutory Auditors -

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

Meeting, subject to ratification of their appointment at every Annual General Meeting. However, as per Companies (Amendment) Act, 2017 effective from 7 May 2018, the provisions relating to the ratification of the appointment of Statutory Auditors at every AGM is not required.

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. The Auditors report for FY 2019-20 does not contain any qualification, reservation or adverse remark for the year under review. The Auditors Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors and Secretarial Audit Report -

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed, Mr. S.N. Mishra proprietor of M/s SNM & Associates, Practicing Company Secretary as its Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2019-20 is annexed as Annexure - ‘I' and forms an integral part of this report. The Report does not contain any qualification, reservation, disclaimer or adverse remark for the year under review.

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial year ended 31 March 2020 is annexed as Annexure ‘II'.

(c) Details of Frauds reported by the Auditors -

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

(d) Internal Auditors -

The Board had appointed M/s Ernst & Young as the Internal Auditors of the Company to conduct the audit on basis of a detailed internal audit plan which is reviewed each year in consultation with the Internal Audit Team and the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

The Board, on the recommendation of the Audit Committee, has re-appointed M/s Ernst & Young as the Internal Auditors for the FY 2020-21.

(e) Cost Audit -

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

19. Transactions with Related Parties:

AH Related Party Transactions entered during the FY 2019-20 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 year that required shareholders' approval under Regulation 23 of the Listing Regulations. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Audit Committee on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges(s).

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)

(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - ‘III' in Form AOC-2 and the same forms part of this report.

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

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

The provisions of Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption do not apply to the Company.

The Company is a pioneer in workforce management technologies and has used information technology extensively in its operations.

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

Expenditure in foreign currency: H 35.63 million Earnings in foreign currency: H 90.60 million

21. Risk Management:

The Board of the Company has adopted the Risk Management Policy in order to assess, monitor and manage risk throughout the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of Risk Management Policy have been covered in the Management Discussion and Analysis, which forms part of this report. Risk is an integral part of the Company's business, and sound risk management is critical to the success of the organization. The Risk Management policy, as approved by the Board, is

displayed on the official website of the Company at - https:// www.quesscorp.com/investor/dist/images/pdf/Policies/Risk- Management-Policy.pdf

22. Corporate Social Responsibility (“CSR”):

The Company believes in building and maintaining a sustainable societal value, inspired by a noteworthy vision to actively participate, contribute and impact not just individual lives but create a difference on a social level as well. The CSR initiatives are primarily carried out through the Careworks Foundation (CWF), a non-profit initiative established in January 2014. The consolidated contribution of the Company towards various CSR activities during the financial year 2019-20 is H 40 million. The CSR spending is guided by the vision of creating long-term benefit to the Society.

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

The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, and is available on the Company's official website at - https://www.quesscorp.com/ investor/dist/images/pdf/Policies/CSR-Policy.pdf

The disclosure of contents of CSR policy pursuant to provisions of Section 134(3)(o) of Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure - ‘IV' to the Board's Report.

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

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

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

The Company has zero-tolerance for sexual harassment at the workplace and 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 made thereunder. The Policy aims to promote a healthy work environment and to provide protection to employees at the workplace and redress complaints of sexual harassment and related matters thereto. The Company has constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to address complaints of sexual harassment and recommend appropriate action. Details of the same, including the details of the complaints received are provided in the Report on Corporate Governance, which forms part of this Report.

25. Vigil Mechanism/ Whistle Blower Policy:

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

26. Management Discussion & Analysis:

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

27. Corporate Governance:

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report.

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

28. Business Responsibility Report:

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

29. Employee Stock Option Plan (“ESOP”)/ Restricted Stock Unit:

The Company, at present has following ESOP plans -

Quess Corp Employees' Amended Stock Option Scheme, 2009;

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

Quess Stock Ownership Plan-2020

The Company had implemented Employees' Stock Option Scheme 2015 (“ESOP 2015”) for 19,00,000 options equivalent to the same number of shares with the approval of the shareholders and out of 19,00,000 options, 1,48,440 options were already granted and will be vested under the Scheme. The Board at its meeting held on 18 February 2020 amended ESOP 2015, wherein total no.

of options to be granted reduced under ESOP 2015 from 19,00,000 options to 1,48,440 options which will entitle grantees to acquire, not exceeding 148,440 equity shares under the Scheme and will continue to be administered and implemented by this Scheme. Balance 17,51,560 employee stock options (equivalent to 1.19% of total Paid up capital] were redeployed from ESOP 2015 to Quess Stock Ownership Plan-2020 (“QSOP 2020” or “Plan”].

QSOP -2020 - The new Stock Ownership Plan -2020 which was approved by the shareholders by way of postal ballot on 31 March 2020, will vest only on the basis of the performance of the Company as well as individual Business Units. The performance parameters will include achievement of EBITDA, ROE, OCF and digital-led revenue. This will also include non-financial parameters such as business leadership (e.g., diversity, attrition, and individual leadership qualities]. The Nomination and Remuneration Committee will set specific criteria for aforesaid performance parameters on a year-to- year basis. Accordingly, 36,50,000 (Thirty Six Lakhs and Fifty Thousand] employee Restricted Stock Units (RSUs] (including re-deployment of 17,51,560 options from ESOP 2015] under this Plan was allocated. The total RSUs under the QSOP 2020 will not be exceeding 2.47% of the paid up share capital of the Company. The existing un-granted/ lapsed options equivalent was redeployed from ESOP 2015 under QSOP 2020 and therefore, there would be a maximum additional dilution of 1.28% of the paid-up share capital of the Company under the new plan.

The QSOP 2020 has also been extended to the employees of the subsidiary company(ies) with the approval of the shareholders.

Grant of Options under Quess Stock Ownership Plan-2020 (QSOP 2020]:

On 11 May 2020, approved grant of 26,29,795 RSUs at a face value of H10 per RSU to the eligible employees, which shall vest not earlier than 1 (One] year and not later than 6 (Six] years from the date of grant of RSUs, based on performance parameters and terms and conditions of QSOP 2020.

Each RSU is convertible into 1 equity share of H10 each upon vesting, subject to compliance of SEBI (Share Based Employee Benefits] Regulations, 2014 as amended from time to time, terms and conditions of QSOP 2020 and grant letter.

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

The detailed disclosures as required by the Securities and Exchange Board of India (SEBI] (Share Based Employee Benefits] Regulations, 2014, have been uploaded on the official website of the Company at: https://www.quesscorp. com/investor/annual report.php. No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

30. Extract of Annual Return:

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

31. Particulars of Loans, Guarantees or Investments:

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

32. Code of Conduct:

The Company has laid down a Code of Conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Executive Director and Group CEO affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2019-20 forms part of the Corporate Governance Report.

33. 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 - ‘VII' and forms an integral part of this Report.

The statement containing the top 10 employees on roll and particulars of employees employed throughout the year whose remuneration is more than H 10.20 million or more per annum and employees employed part time and in receipt of remuneration of H 0.85 million or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

34. Awards and Recognitions:

During the year under review, the Company was conferred with various awards and recognitions, the details of which are given in a separate section of the Annual Report.

35. Acknowledgements:

The Directors wish to thank Quess' employees, vendors, customers, investors, and other partners for their sincere support.

The Board expresses its grief for the loss of life due to the COVID-19 pandemic and has immense respect for every person who has risked their life and safety to fight this crisis.

The Directors also take this opportunity to thank all Stakeholders, Government, Non-Government Agencies, Regulators and Stock Exchange(s) for their continued support.

36. Cautionary Statement:

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

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

For and on behalf of Board of
Director of Quess Corp Limited
Sd/-
Ajit Isaac
Date: 31 August 2020 Chairman & Managing Director
Place: Bengaluru DIN: 00087168

   

Quess Corp Ltd Company Background

Ajit IsaacAjit Isaac
Incorporation Year2007
Registered Office3/3/2 Bellandur Gate,Sarjapur Main Road
Bangalore,Karnataka-560095
Telephone91-80-61056000,Managing Director
Fax91-80-61056406
Company SecretaryKundan K Lal
AuditorDeloitte Haskins & Sells LLP
Face Value10
Market Lot1
ListingBSE,NSE,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park ,L B S Marg ,Vikhroli West ,Mumbai-400083

Quess Corp Ltd Company Management

Director NameDirector DesignationYear
Ajit IsaacChairman & Managing Director2020
Chandran RatnaswamiNon Executive Director2020
Revathy AshokIndependent Director2020
Sanjay AnandaramIndependent Director2020
Kundan K LalCompany Secretary2020
Krishna Suraj MorajeExecutive Director & CEO2020
GOPALAKRISHNAN SUNDARARAJANAdditional Director2020
Suraj MorajeExecutive Director2020
K R GirishAdditional Director2020
Gaurav MathurAdditional Director2020

Quess Corp Ltd Listing Information

Listing Information
BSE_500
CNX500
BSESMALLCA
CNXSMALLCA
BSEALLCAP
INDUSTRIAL
SML250
MSL400
NFTYMSC400
NFTYSC250
NF500M5025

Quess Corp Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Service Income NA 0007740.232

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