Dear Members,

The Board of Directors (‘Board') are delighted to present the 19th (nineteenth) Annual Report of Quess Corp Limited (‘the Company' or ‘Quess') along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026, in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations').

The standalone and consolidated financial highlights of the Company's operations are as follows:

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

The highlights of the Company's consolidate financial performance are as under:

• The consolidated revenue from operations registered a growth of 2.26% YoY to Rs. 153,051.87 million (FY26) from Rs. 149,671.99 million (FY25).

• The consolidated EBITDA registered a growth of 18.98% YoY, amounting to Rs. 3,124.38 million.

• The consolidated adjusted PAT registered a growth of 9.54% YoY, amounting to Rs. 2,302.75 million.

There is no amount proposed to be transferred to the reserves during the year under review.

Pursuant to the provisions of Section 124(5) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), all dividends which remain unpaid or unclaimed for a period of 7 (seven) years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund (‘IEPF'), established by the Central Government. Further, as per the IEPF Rules, the shares on which the dividend has not been paid or claimed by the members for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Further, as per Rule 6(8) of the IEPF Rules, all benefits such as bonus shares, split, consolidation, except rights issue, accruing on shares which are transferred to IEPF, shall also be credited to the demat account of the IEPF authority.

During the year under review, there were no unclaimed dividends and corresponding shares that were due to be transferred by the Company.

Details of unclaimed dividends and related shareholders information are available on the website ofthe Company at https://www.quesscorp.com/inves- tor-relations. Shareholders are encouraged to review their records and claim their dividends for the past years, if they have not already done so.

In accordance with Regulation 43 of the SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy, which provides the guiding framework for the recommendation or declaration of dividends, utilisation of retained earnings, and other related matters.

The Board, at its meeting held on May 04, 2026, has amended the Dividend Distribution Policy. A copy of the Policy is available on the website of the Company at https://www.quesscorp.com/corporate-governance/.

Pursuant to the Dividend Distribution Policy of the Company and the Company's performance, the Company had declared/ paid the interim dividend of Rs. 5/- per equity share of Rs. 10/- each aggregating to Rs. 746 million (approx.) to the equity shareholders during the Financial Year 2025-26, declared by the Board on January 28, 2026.

Further, the Board, at its meeting held on May 04, 2026, had declared a special interim dividend of Rs. 3/- per equity share of Rs. 10/- each on account of the completion of 10 (ten) years of listing of securities of the Company. The special interim dividend on equity shares would result in a cash outflow of Rs. 448 million (approx). The Board has also recommended a final dividend of Rs. 3/- per equity share of Rs. 10/- each for the Financial Year ended March 31, 2026. The final dividend on equity shares, if approved by the shareholders at the ensuing Annual General Meeting (‘AGM'), would result in a cash outflow of Rs. 448 million (approx). The dividend, if approved at the ensuing 19th AGM, will be paid to those Members whose names appear in the Register of Members as on Friday, August 07, 2026 (being the Record date for the purpose of determining the entitlement of Members to receive the final dividend for the Financial Year 2025-26).

During the year under review, the paid-up share capital of the Company has been increased from Rs. 1,489.19 million to Rs. 1,493.31 million on account of allotment of equity shares against the exercise of Restricted Stock Units (‘RSU') granted/vested under the Quess Stock Ownership Plan 2020.

During the year under review, the Nomination and Remuneration Committee (‘NRC') approved the allotment of RSUs as follows:

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.

During the year under review, the Company has not issued Commercial Papers (‘CP').

Pursuant to the provisions of Section 129(3) of the Act, a separate statement in Form AOC-1 containing the salient features of the financial statements of all subsidiaries and associate companies of the Company for the Financial Year ended March 31,2026, is attached to the Financial Statements of the Company.

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

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company, along with Audited Financial Statements of the subsidiaries, are available on the website of the Company at https://www.quesscorp.com/ investor-relations/financial-information/.

The Company has a policy for determining the material subsidiaries of the Company, and the same is uploaded on the website of the Company at https://www.quesscorp. com/investor-relations/corporate-governance/.

Quesscorp Holdings Pte. Ltd., Singapore, continues to be the material subsidiary of the Company.

As on March 31, 2026, the Company has 20 (twenty) subsidiary companies, comprising 5 (five) Indian companies and 15 (fifteen) foreign companies. Further, there are 2 (two) foreign associate companies.

Quess's strategy supports value creation for its clients and growth for the organisation through multiple ideologies and consideration of the stakeholders' priorities. The Company focuses its efforts and investments through organic and inorganic modes for maximum results, going deeper in areas where it believes it has strength, defocusing on others, and scaling up to secure leadership position.

During the year under review, Quesscorp Engineering Pte. Ltd., a wholly-owned step-down subsidiary of the Company, was incorporated in Singapore. Quesscorp Holdings Pte. Ltd., a material subsidiary of the Company, holds 100% shares in the company.

The Company continues to be a global leader in Staffing and Workforce Solutions, empowering businesses to enhance productivity through the deep domain expertise and future-ready workforce through our AI driven digital platforms.

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

Pursuant to Section 186 of the Act and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments is provided as part of the Notes to the Financial Statements.

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

As on March 31,2026, the Board of Directors comprised of 8 (eight) Directors, consisting of 1 (one) Executive Director, 3 (three) Non-Executive Non-Independent Directors, and 4 (four) Non-Executive Independent Directors. Out of the total Directors, 1 (one) is a woman Independent Director. The Board has an appropriate mix of Executive Directors, Non-Executive Non-Independent Directors, and Independent Directors, which is compliant with the applicable provisions of the Act, the SEBI Listing Regulations, and is also aligned with the best practices of Corporate Governance.

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder and the Articles of Association of the Company, Mr. Ajit Isaac (DIN: 00087168), Non-Executive Chairman, is liable to retire by rotation at the ensuing 19th AGM, and being eligible, has offered himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the AGM Notice.

The Board of Directors, based on the recommendation of the NRC, had approved the appointment of Ms. Sudha Suresh (DIN: 06480567), Mr. S Devarajan (DIN: 00878956), and Dr. Vivek Mansingh (DIN: 06903079) as Additional Directors (Category: Non-Executive, Independent) of the Company w.e.f. June 19, 2025.

Further, Ms. Sudha Suresh, Mr. S Devarajan and Dr. Vivek Mansingh were appointed as the Independent Directors of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years, effective June 19, 2025, till June 18, 2030 (both days inclusive), with the approval of the shareholders at the 18 th AGM of the Company held on August 29, 2025.

The Board, based on the recommendation of the NRC, had approved the re-appointment of Mr. Kalpathi Ratna Girish (DIN: 07178890) as an Independent Director of the Company, for the second term of 5 (five) consecutive years, effective August 31, 2025, to August 30, 2030 (both days inclusive). Subsequently, the re-appointment of Mr. Kalpathi Ratna Girish was approved by the shareholders at the 18 th AGM of the Company, held on August 29, 2025.

Further, the Board of Directors at their meeting held on May 04, 2026, based on the recommendation of the NRC, had approved the appointment of Mr. Anish Thurthi (DIN: 08713000) as an Additional Director (Category: Non-Executive, Non-Independent), on the Board of the Company w.e.f. June 01, 2026, until the ensuing 19th AGM of the Company. The appointment of Mr. Anish Thurthi as a Non-Executive Director of the Company has been proposed for shareholders' approval at the ensuing 19th AGM.

The details of the Board qualifications, expertise, and attributes are provided in the Report on Corporate Governance.

Ms. Revathy Ashok (DIN: 00057539) who was due to complete her tenure of 10 (ten) consecutive years as an Independent Director of the Company on July 23, 2025, requested to be relieved from her position w.e.f. June 30, 2025. Accordingly, she ceased to be an Independent Director of the Company w.e.f. June 30, 2025.

Mr. Gaurav Mathur (DIN: 00016492), Independent Director of the Company, completed his term of 5 (five) consecutive years on August 30, 2025, and accordingly, ceased to be an Independent Director of the Company w.e.f. August 30, 2025.

Mr. Sanjay Anandaram (DIN: 00579785), Independent Director of the Company, completed his second term as an Independent Director and accordingly ceased to be the Independent Director of the Company w.e.f. close of business hours of September 28, 2025.

Mr. Chandran Ratnaswami (DIN: 00109215), Non-Executive Director of the Company, resigned w.e.f. close of the business hours on May 31, 2026, considering his advancing age and his willingness to make space for younger people.

Pursuant to the provisions of Section 203 of the Act, Mr. Guruprasad Srinivasan, Executive Director, Mr. Lohit Bhatia, Chief Executive Officer, Mr. Neeraj Jain, Chief Financial Officer and Mr. Kundan Kumar Lal, Senior Vice President and Company Secretary, were the Key Managerial Personnel (KMP) of the Company as on March 31,2026.

During the Financial Year 2025-26, Mr. Sushanth Pai, who was appointed as the Chief Financial Officer and KMP of the Company w.e.f. April 01, 2025, resigned from his position as the Chief Financial Officer of the Company, w.e.f. close of business hours on October 17, 2025, due to urgent commitments to his family following a bereavement.

Further, based on recommendations of the NRC and the Audit Committee, the Board of Directors at its meeting held on December 05, 2025, had approved the appointment of Mr. Neeraj Jain as the Chief Financial Officer and KMP of the Company w.e.f. December 05, 2025.

Further, the Board of Directors at its meeting held on December 05, 2025, based on recommendations of the NRC, approved the elevation in the role of Mr. Lohit Bhatia, President - India and Global Operations, to the role of the Chief Executive Officer and KMP of the Company w.e.f. January 01,2026.

The Board of Directors at its meeting held on 54 December 05, 2025, approved the change in the designation of Mr. Guruprasad Srinivasan (DIN: 07596207) from the ‘Executive Director & Group Chief Executive Officer' to the ‘Executive Director' of the Company w.e.f. January 01, 2026. He continued to act as the KMP of the Company.

Further, Mr. Guruprasad Srinivasan resigned from the position of the Executive Director of the Company w.e.f. close of business hours on May 31,2026.

The Board of Directors at its meeting held on March 16, 2026, based on the recommendation of the NRC and in view of the succession planning, approved the re-designation and appointment of Mr. Lohit Bhatia (DIN: 07980280) as a Whole-time Director designated as the Executive Director and Group Chief Executive Officer of the Company for a period of 3 (three) years, effective from June 01, 2026, liable to retire by rotation, subject to the approval of the shareholders of the Company.

Further, the shareholders of the Company approved the appointment of Mr. Lohit Bhatia (DIN: 07980280) as a Whole-time Director designated as the Executive Director and Group Chief Executive Officer of the Company for a period of 3 (three) years, effective from June 01, 2026, liable to retire by rotation, through Postal Ballot on May 08, 2026.

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

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

Pursuant to Sections 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and information and explanations received from the Company, confirms that:

a) in the preparation ofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

Pursuant to the provisions of Section 134 of the Act, and Regulation 19 of the SEBI Listing Regulations, an annual performance evaluation of the Board, Board-level Committees, and Individual Directors was conducted during the year in order to ensure that the Board and Board-level Committees are functioning effectively and demonstrating good governance.

The NRC of the Company has reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for the evaluation were broadly based on the SEBI's Guidance Note on Board Evaluation. The evaluation criteria covered the Board as a whole, the Committees of the Board, each individual Director and the Chairman of the Company and were focused on the Board's composition and accountability, their role in setting strategies, the effectiveness of the Board Committees and the performance of each individual Director and the Chairman.

During the year under review, a questionnaire was shared with all Board Members in a transparent and confidential manner. Based on the responses received, a comprehensive report was presented to the Board and the NRC on an anonymised basis, providing insights into its functioning, including key strengths and areas for improvement.

A detailed disclosure on the parameters and the process of Board evaluation has been provided in the Report on Corporate Governance.

The Familiarization Programmes aim to provide insight to the Independent Directors so that they can understand the Company's business, its stakeholders, leadership team, senior management, operations, policies, and industry perspectives and issues.

The programmes aim to familiarise the Independent Directors with the Company's business, the industry in which it operates, its business model, and key challenges. This is achieved through various initiatives, including interactions with in-house subject matter experts and meetings with business leaders and functional heads.

Furthermore, as part of the induction programme, the Directors participated in meaningful interactions with members of the senior management team, fostering collaboration and enabling their seamless integration into the Company's culture and operations.

A note on the Familiarization Programmes conducted by the Company for the orientation and training ofthe Directors is made available on the website of the Company at https://www.quesscorp.com/investor-relations/disclosure/.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report on the environmental, social and governance, which describes the initiatives taken by the Company from environmental, social, and governance perspectives, forms part of this Report as ‘Annexure 1'.

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, the shareholders at the 16th AGM of the Company, held on September 26, 2023, had re-appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years. Accordingly, the second term of the Statutory Auditors expires on the conclusion of the 21st AGM. The Statutory Auditors have confirmed that they are not disqualified to continue as the Statutory Auditors and are eligible to hold the office as the Statutory Auditors of the Company.

The Board has duly examined the Statutory Auditors' Report to the Financial Statements for the Financial Year 2025-26, which is self-explanatory. The Board also noted the qualification(s) in the Independent Auditor's Report relating to certain tax deductions, income tax matters, and other legal and regulatory requirements, details of which are provided in the Independent Auditor's Report and the notes to the Financial Statements. Clarifications, wherever necessary, have been included in the notes to the Financial Statements section of the Annual Report, and the Management's response on the audit qualification has been provided below.

The Auditors have issued a modified opinion/ conclusion regarding "Disallowance by the Income Tax authorities relating to deduction under section 80JJAA of the Income Tax Act, 1961."

The management's response to the same was as below:

The audit qualification relates to the uncertainty of the outcome of the matter relating to the disallowances under Section 80JJAA.

The Company believes that the uncertainty on the matter is transitory and cannot be currently estimated.

The Company has filed an appeal before the Income Tax Appellate Tribunal against the assessment orders.

The Company has filed an appeal before CIT (A) against the assessment order passed for fiscal 2017, and additionally, filed objections against the draft assessment order for fiscal 2023 with the Dispute Resolution Panel (‘DRP'). The Company believes that the tax treatment availed by the Company for deductions under section 80JJAA and depreciation on goodwill is valid and will be sustained on ultimate resolution, supported by external opinions from legal counsel and other tax experts.

In January 2024, National Financial Reporting Authority (‘NFRA'), in an Order relating to certification for fiscal 2019 to 2021 by an external Chartered Accountant pertaining to claims under 80JJAA made by the Company, has made certain observations on the applicability of certain conditions in the Income Tax Act and related reports submitted to the Income Tax Authority in respect of these deductions This order was subsequently stayed by the Hon'ble Delhi High Court. As specified above, the Company continues to believe that its claim under section 80JJAA is valid and intends to vigorously contest its position and interpretative stance of these sections on merits and based on external third-party assessments of the claim made, believes that the deduction under section 80JJAA will be sustained upon ultimate resolution by the Income Tax Authority.

Pending resolution of these Income Tax disputes, the Company has assessed '3,879.94 million as contingent liabilities towards demands, including interest in the order for these fiscal years.

The Company continues to maintain its stand on the manner of claiming the section 80JJAA deduction and accordingly has claimed section 80JJAA deduction (reduced from taxable income) ' 1,588.24 million for year ended March 31, 2026. For fiscal 2024 and 2025, the Company had also claimed deduction under section 80JJAA aggregating to '8,447.82 million for which assessment is yet to be completed. The Company believes that such deduction, including its quantum, has been validly and consistently claimed, in conformity with its interpretation of the statute.

In terms of the provisions of Regulation 24A of the SEBI Listing Regulations, the Board of Directors at its meeting held on June 19, 2025, based on the recommendation of the Audit Committee, appointed Mr. Parameshwar G Bhat, Company Secretary (Membership No. F8860, C.P.No.11004, Peer Review Certificate No. I2012KR932900) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years commencing from the Financial Year 2025-26 to the Financial Year 2029-30, to conduct the Secretarial Audit of the Company in accordance with the applicable provisions of the Act, and the SEBI Listing Regulations. The said appointment was approved by the shareholders at the 18 th AGM of the Company held on August 29, 2025.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed as ‘Annexure 2' and forms an integral part of this report. The Secretarial Audit Report does not contain any qualification or adverse remark for the year under review. During the year under review, the Secretarial Auditor has not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act, and therefore, no details are required to be disclosed under Section 134(3) (ca) of the Act.

The Board, on the recommendation of the Audit Committee, had approved the appointment of M/s. Grant Thornton Bharat LLP, as the Internal Auditors of the Company for the Financial Year 2025-26, to conduct the audit on the basis of a detailed internal audit plan, which is finalized in consultation with the Audit Committee. The Internal Auditors submit their findings and report to the Audit Committee of the Company on a quarterly basis.

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

The Board has constituted an Audit Committee that performs the roles and functions mandated under the Act, the SEBI Listing Regulations, and other matters as prescribed by the Board from time to time. During the year under review, all recommendations of the Audit Committee were accepted by the Board.

For further details on the composition of the Audit Committee, its terms of reference and attendance at its meetings, please refer to the Report on Corporate Governance which forms part of this report.

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

At Quess, we have embedded a comprehensive and evolving Enterprise Risk Management (ERM) framework that enables us to systematically identify, evaluate, and mitigate a wide spectrum of internal and external risks that may affect our operations, financial performance, reputation, and long-term strategic objectives. This framework is integrated into our core business processes, ensuring that risk considerations are an integral part of decision-making at all levels of the organization.

Our ERM approach is closely aligned with established industry best practices and applicable regulatory standards, which helps strengthen resilience across our diverse business functions and geographies. We adopt a structured and forward-looking methodology that includes risk identification, risk assessment based on likelihood and impact, development of mitigation strategies, and continuous monitoring. By fostering a strong risk-aware culture, we empower employees and leadership teams to proactively identify potential challenges, respond effectively to emerging risks, and leverage opportunities in a dynamic business environment.

During the year, we continued to enhance our risk management capabilities by leveraging technology, strengthening internal control mechanisms, and refining our risk assessment and monitoring methodologies.

Our governance framework ensures robust oversight of risk management practices. The Board of Directors, supported by the Risk Management Committee, provides strategic direction and oversight, regularly reviewing the organization's risk profile, key risk indicators, and mitigation plans. This ensures that our risk appetite is clearly defined, consistently monitored, and aligned with our corporate vision, growth strategy, and stakeholder expectations.

Additionally, we emphasize cross-functional collaboration and continuous communication to ensure that risk management remains agile and responsive. Through periodic reviews, training initiatives, and stakeholder engagement, we reinforce accountability and enhance the overall effectiveness of our ERM framework, enabling sustainable and responsible business growth.

The ERM Framework includes the following features:

• The Board-approved Risk Management Policy lays the foundation for a disciplined and systematic approach for identifying, assessing, and managing risks. It provides clear guidance on risk governance, roles and responsibilities, risk appetite, and escalation protocols, thereby enabling informed and timely strategic decision-making. The Risk Committee —comprising members of the Board and senior leadership—plays a central role in overseeing the implementation of the framework. The Committee periodically reviews key risk exposures, evaluates the progress of mitigation plans, and provides strategic direction to ensure alignment with the Company's long-term objectives and stakeholder expectations.

• The Corporate Risk Management Team works closely with Internal Auditors to identify gaps in processes and internal controls, with a focus on strengthening risk management practices. Audit observations and corresponding management action plans are presented to and reviewed by the Board's Audit Committee.

• A comprehensive framework of business-level Standard Operating Procedures (‘SOP'), supported by centrally defined policies and guidelines, underpins the Company's internal control environment. These SOPs are tailored to specific operational requirements while remaining aligned with overarching corporate policies, ensuring consistency, compliance, and operational efficiency.

• Regular and structured reporting mechanisms to senior management play a critical role in enhancing risk visibility and governance. Tools such as Risk Dashboards, Risk Review Reports, and Internal Audit Reports provide actionable insights into the Company's risk profile, key risk indicators, and emerging trends. These reports enable leadership to monitor risk exposure in real time, assess the effectiveness of mitigation strategies, and make data-driven decisions.

The Risk Management policy, as approved by the Board, is available on the website of the Company at https://www.quesscorp.com/corporate-governance/.

The Company has established a strong Internal Control System (‘ICS') aligned with the Act and appropriately designed to suit the scale, nature, and complexity of its operations. The Board of Directors has put in place internal financial controls through clearly defined policies and procedures adopted by the Company. These controls facilitate smooth business operations, ensure compliance with applicable laws and regulatory requirements, safeguard assets, authorize transactions, and help prevent fraud and errors. They also support the accuracy of accounting records and enable the timely preparation of reliable financial statements. Additionally, an independent review of internal financial controls has been carried out to evaluate their efficiency and effectiveness.

M/s. Grant Thornton Bharat LLP carries out the internal audit in accordance with the scope and authority defined by the Audit Committee. To maintain independence, the Internal Auditor reports directly to the Chairman of the Audit Committee. The auditor evaluates the effectiveness of the Company's Internal Control System on a regular basis, ensuring adherence to applicable laws and accounting policies. Management reviews the audit observations in detail and implements corrective measures to enhance controls. Key audit findings are periodically consolidated and presented to the Audit Committee for its review and appropriate action.

The Audit Committee convenes quarterly to review the Internal Audit Reports submitted by the Internal Auditors. It thoroughly evaluates key audit observations to assess the effectiveness of financial and internal controls, along with the Company's risk management systems and processes. Ongoing audits and reviews contribute to strengthening these frameworks. The Internal

Auditors also present quarterly updates on the status of significant audit findings, facilitating timely resolution and implementation of corrective actions.

M/s. Deloitte Haskins and Sells LLP, the Statutory Auditors, audit the Company's financial statements and issue a report on internal controls over financial reporting in accordance with Section 143 of the Act, which forms part of this Report. Additionally, pursuant to Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations, the Statutory Auditors, in consultation with the Audit Committee, have affirmed that the Company has maintained a system of internal financial controls over financial reporting.

The Management views the strengthening of the Internal Control System as a continuous process and is committed to enhancing controls, with a focus on preventive and automated mechanisms over manual interventions. The Company operates a robust ERP system along with other supporting IT platforms, which form integral components of its internal control framework. Ongoing technological advancements are actively leveraged to further strengthen and improve these controls.

During the year under review, these controls were evaluated, and reviewed periodically. Accordingly, the Board is of the view that the Company's internal financial controls were adequate and effective for the Financial Year 2025-26. The assessment of their adequacy is also covered in the Management Discussion and Analysis Report, which forms part of this Report.

All the Related Party Transactions entered during the Financial Year 2025-26 were on arm's length basis and in the ordinary course of business. There were no materially significant Related Party Transactions entered by the Company during the Financial Year that may have potential conflict with the interest of the Company at large and required shareholders' approval under Regulation 23 of the SEBI Listing Regulations. All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for its review and approval on a quarterly basis. Prior omnibus approval has been obtained from the Audit Committee for the related party transactions, which are repetitive in nature, based on the criteria approved by the Board. Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).

The information on transactions with related parties, if any, pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is given in ‘Annexure 3' in Form AOC-2 and the same forms part of this report. Details pertaining to the related party transactions entered during the year under review are also provided in the notes to the Financial Statements, forming part of this Report.

The Company has adopted a Policy on criteria for dealing with Related Party Transactions and is made available on the website of the Company at https://www.quesscorp. com/investor-relations/corporate-governance/.

In compliance with the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the Board, on the recommendation of the NRC, has approved the criteria for determining qualifications, positive attributes, and independence of Directors in terms of other applicable provisions of the Act and the rules made thereunder, both in respect of Independent Directors and other Directors, as applicable. The Board has adopted a policy which provides for the appointment of Directors, viz. educational and professional background, general understanding of the Company's business dynamics, global business and social perspective, personal achievements and Board diversity, removal and remuneration of Directors, KMP and Senior Management Personnel and also on succession planning and evaluation of Directors. The Nomination and Remuneration Policy is available on the website of the Company at https://www.quesscorp.com/ corporate-governance/.

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will leverage differences in thought, perspective, knowledge, industry experience and geographical background, age, ethnicity, race, gender and skills including expertise in financial, global business, leadership, technology, mergers & acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (‘ESG'), risk and cybersecurity and other domains, to help us retain our competitive strength. The Board recognizes the importance of diverse composition and therefore has adopted the Policy on Board Diversity with the purpose of ensuring adequate diversity in its Board of Directors, which enables them to function efficiently and foster differentiated thought processes at the back of varied industrial and management expertise.

The said policy is made available on the website of the Company, which can be accessed at https:// www.quesscorp.com/corporate-governance/.

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

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

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

The Company had implemented the ‘Quess Stock Ownership Plan 2020' (‘QSOP 2020'), duly approved by the shareholders of the Company by way of a special resolution on March 31, 2020, to attract, reward and retain top talent in the Company and its Subsidiary Company(ies). Under the said scheme, QSOP 2020, a total of 36,50,000 (Thirty-Six Lakh and Fifty Thousand) Restricted Stock Units (‘RSU') were approved to be granted under the QSOP 2020. Out of 36,50,000 (Thirty-Six Lakh and Fifty Thousand) RSUs, 18,27,032 (Eighteen Lakh Twenty-Seven Thousand and Thirty-Two) RSUs were already allocated to the eligible employees of the Company.

The Board of Directors, at its meeting held on March 16, 2026, approved a reduction of the total number of RSUs under QSOP 2020 to 18,27,032 (Eighteen Lakh Twenty-Seven Thousand and Thirty-Two) RSUs and re-deployment of the balance 18,22,968 (Eighteen Lakh Twenty-Two Thousand Nine Hundred and Sixty-Eight) RSUs from QSOP 2020 to Quess Stock Ownership Plan 2026.

During the year, a total of 4,12,913 shares were allotted to the eligible employees of the Company under the Company's prevailing ESOP/RSU Schemes.

Mr. Parameshwar G Bhat, Practicing Company Secretary (C.P. No. 11004), has certified that the aforementioned employee stock option plan of the Company, i.e. QSOP 2020, has been implemented in accordance with the SEBI SBEB & SE Regulations, and the resolutions passed by the shareholders in this regard.

The Board of Directors, at its meeting held on March 16, 2026, approved the formulation, adoption and implementation of the Quess Stock Ownership Plan 2026 (‘QSOP 2026') for the grant of 52,50,000 (Fifty-Two Lakh and Fifty Thousand) performance oriented RSUs to the eligible employees of the Company, including its subsidiary and/ or associate company(ies), present and future, in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB & SE Regulations') through the trust route. The aggregate number of stock options proposed to be granted under the QSOP 2026 shall not be exercisable into more than 52,50,000 (Fifty-Two Lakh and Fifty Thousand) equity shares corresponding to 3.52% of the paid-up equity capital of the Company.

The QSOP 2026 is designed to drive performance towards achieving common goals and delivering on key initiatives measured through Revenue, Profits, Cashflow and Shareholder Value Creation. The QSOP 2026 is designed for critical roles pivotal for driving the performance of the Company.

The formulation, adoption and implementation of QSOP 2026 shall be subject to the shareholders' approval of the Company, sought through Postal Ballot. In this regard, the Company had issued a Postal Ballot notice dated March 16, 2026, to obtain the requisite approval from the shareholders for the implementation of this Plan, and the same has been duly approved on May 08, 2026.

A detailed disclosure with respect to stock options containing details as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014, and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is appended herewith as ‘Annexure 4' to the Board's Report.

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

The statement containing the details of top 10 (ten) employees on roll and particulars of employees employed throughout the year whose remuneration is more than Rs. 10.20 million or more per annum and employees employed part-time and in receipt of remuneration of Rs. 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. Members interested in obtaining these particulars may write to the Company Secretarial team at corporatesecretarial@quesscorp.com.

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

The Company has implemented governance practices that are prevalent globally. The Corporate Governance Report and the Auditor's Certificate regarding compliance with Corporate Governance conditions forms a part of this Annual Report.

In compliance with the provisions of Section 177(9) of the Act, and Regulation 22 of the SEBI Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for its Directors and employees in confirmation with the above laws, to report concerns about unethical behaviour, violation of systems, actual or suspected fraud or grave misconduct by the employees. The Whistle Blower Policy of the Company is available on the website of the Company at https:// www.quesscorp.com/corporate-governance/.

The Ethics Committee, comprising of the Head-Legal, Company Secretary, Chief Financial Officer, Head-Internal Audit and Chief People Officer, oversees the investigation and reporting of suspected unethical practices, grievances and whistleblowers received. The Ethics Committee assesses these concerns, takes corrective actions and presents quarterly summaries of key investigations to the Audit Committee.

No member has been denied access to the Vigil Mechanism, and no complaints have been received during the year.

In a world that grows more dynamic and more conscious of its resources by the day, we view the responsible use of energy not merely as an obligation but as a strategic priority. As a leading provider of staffing and workforce solutions, we understand that every aspect of how we operate leaves an environmental footprint. Although our work as a services enterprise demands comparatively little direct energy, we hold the firm conviction that even modest consumption deserves to be managed with intent, discipline and care.

The conservation of energy is woven into the very philosophy by which we operate, and we reaffirm this commitment each year through our Sustainability Report, which is available on the website of the Company. Our operations may not call for heavy industrial energy, yet we continue to pursue meaningful measures that lower consumption and embed sustainable practices across every one of our office locations. Among the key initiatives we have adopted are the following.

Key initiatives undertaken by the Company include:

• Intelligent climate control: We have optimised our thermostat settings so that air conditioning is used efficiently, preserving the comfort of our workplaces while eliminating power that would otherwise be wasted.

• A disciplined switch on and switch off culture:

We enforce clear protocols to power down lighting and equipment that are not in use outside working hours, cutting energy waste in a way that is both visible and significant.

• Smart resource management: We meet our energy needs chiefly through purchased electricity, drawing on diesel generators only as a limited backup.

We monitor this usage closely, guarding against over consumption and continually seeking fresh opportunities to do better.

We stand at the meeting point of people and technology. Our internal IT capabilities give us the strength to build and deploy intelligent, technology led solutions that sharpen workforce management, lift operational efficiency and ease our impact on the environment. Through digitisation, automation and centralised data systems, we have markedly reduced our dependence on paper, curtailed travel by embracing remote collaboration tools, and strengthened the way we monitor energy across our facilities.

Our digital platforms and tools do more than streamline our own operations. They also help our clients move towards more sustainable models of business, offering them flexible and scalable workforce solutions that ease the burden on resources.

This approach sits at the heart of our wider ESG strategy, one that threads sustainability through every part of how we serve our clients, nurtures innovation and contributes to a resilient, low carbon future. The particulars of our foreign exchange earnings and outgo are set out below:

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

• Expenditure in foreign currency: Rs. 1.67 million

• Earnings in foreign currency: Rs. 278.44 million

The Company believes in building and maintaining a sustainable societal value, inspired by a noteworthy vision to actively participate, contribute, and impact not just individual lives but create a difference on a Community level as well. The CSR initiatives of the Company are primarily carried out through Quess Foundation.

The Corporate Social Responsibility Committee (CSR Committee) and the Board of Directors at their respective meetings held on May 19, 2025, had approved a CSR budget of ' 47.3 million, including administrative overheads, along with the Annual Action Plan in pursuance of the CSR Policy of the Company under Section 135 of the Act, read with Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, for the Financial Year 2025-26. During the Financial Year 2025-26, the Company utilized an amount of '28.1 million to undertake the CSR activities of the Company. The unspent amount of ' 19.21 million was transferred to the Unspent Corporate Social Responsibility Account in compliance with the applicable provisions of the Act.

The CSR spending is guided by the vision of creating long-term benefits for the Community.

During the past fiscal year, the Company prioritized its CSR initiatives in the following key areas:

(i) School Upgradation: The main focus of this program was to create a safe, clean, and a joyful learning space that children enjoy coming to every day. Refurbishments of schools included painting, structural maintenance, classroom enhancements, and repairs to sanitation and drinking water facilities.

(ii) Education Kit: Under this program, every child was given a new, class-appropriate notebook and age-appropriate school bags. This annual initiative supports dignity, routine, and school readiness. For many children, receiving a fresh kit is a symbolic and emotional marker of a new academic year — one that energizes them to return to school.

(iii) Scholarship Program: This program supports academically high-performing students from our partnered government schools through college and vocational education. During the year, 106 students pursuing degrees in engineering, medicine, commerce, social work, and other fields received both financial support and ongoing mentoring.

(iv) Lifeskills Education: Life skills sessions facilitated by trained educators focused on empathy, communication, decision-making, leadership, emotional regulation, and creative thinking. Teachers reported improved classroom behavior, increased confidence, and better peer relationships among students. This year, we reached 14000+ children across 46 schools.

(i) The Health & Wellbeing Program ensures that every child is healthy and ready to learn. Through continuous medical engagement and psychosocial care, this initiative has played a crucial role in improving attendance and academic engagement.

(ii) School Sanitation Program: Inadequate sanitation is a major barrier to school attendance, especially for girls. Under this program, this issue was addressed by deploying trained housekeeping staff to manage daily cleaning and hygiene standards. These staff members were equipped with industrial-grade cleaning materials and trained using Quess Corp's expertise in facilities management.

In compliance with the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR Committee, which monitors and oversees various CSR initiatives and activities of the Company. As on March 31, 2026, the CSR Committee comprises of Ms. Sudha Suresh (Chairperson), Mr. Ajit Isaac, and Mr. S. Devarajan.

The Policy on CSR and Annual Action Plan have been uploaded on the website of the Company at https://www.quesscorp.com/investor-relations/ corporate-governance/.

A detailed report regarding the CSR Activities of the Company is appended herewith as ‘Annexure 6' to the Board's Report.

The Company has not accepted any deposits under Chapter V of the Act during the Financial Year, and as such, no amount on account of principal or interest on deposits from the public is outstanding as on March 31,2026.

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

As on March 31, 2026, the Company does not have any debentures.

In order to comply with Basel-II norms, the Company has received credit ratings from ICRA Limited concerning the Company's long-term and short-term fund-based limits. ICRA has assigned the credit ratings to the various instruments of the Company as provided below:

The meetings of the Board are scheduled at regular intervals to discuss and decide on the matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation.

During the Financial Year 2025-26, the Board met 9 (nine) times on April 01, 2025, May 19, 2025, June 19, 2025, July 28, 2025, October 10, 2025,

October 29, 2025, December 05, 2025, January 28, 2026 and March 16, 2026.

The maximum interval between any 2 (two) meetings did not exceed 120 days, as prescribed in the Act. Detailed information regarding the meetings of the Board is included in the Report on Corporate Governance, which forms part of this Annual Report.

In terms of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31,2026, is available on the website ofthe Company at www.quesscorp.com/investor-other-information.

The Company is committed to provide a safe and conducive work environment to its employees and has zero tolerance for any actions that may constitute sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. Regular sessions and programs are conducted to increase awareness of the topic among the employees.

An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, has been constituted to enquire into complaints and to recommend appropriate action, wherever required, in compliance with the provisions of the Act.

The details of the Complaints received during the year are as follows:

*All the pending complaints have been resolved.

The Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as amended from time to time. In line with the statutory requirements, the Company provides maternity benefits, including paid maternity leave and other applicable entitlements, to the eligible women employees.

The Company has established appropriate policies, processes and internal controls to ensure adherence to the applicable provisions and to support women employees during maternity.

During the financial year under review, the Company has complied with the applicable statutory requirements in this regard.

No material changes and commitments which could affect the Company's financial position have occurred between the end of the Financial Year and the date of this report.

The Company is committed to provide a secure IT environment which includes Applications, Servers, Network Devices, Cloud as well as End-user computing assets by establishing and adhering to industry best practices and cybersecurity standards. Adopting a proactive approach to cybersecurity, we follow ISO 27001 standards as well as National Institute of Standards and Technology (NIST), USA guidelines for establishing a comprehensive cybersecurity control framework.

As suggested by NIST, we have implemented security measures across the Identify, Protect, Detect, Respond & Recover phases. We test the effectiveness of these security controls periodically to ensure cyber resiliency. To highlight few specific areas, we regularly conduct Vulnerability Assessment and Penetration Testing (VAPT), promptly addressing any identified risks. The Company has implemented the protective measures such as Firewall, Malware protection, Identity & Access Management controls etc.

We also leverage Security Information and Event Management (‘SIEM') tool to integrate security alerts from different information assets and monitor them centrally for time bound remediations. Additionally, migrating our applications to the cloud enhances our operational resilience, reflecting our commitment to innovation and robust digital security. To guide our cybersecurity strategy with clarity and accountability, a dedicated cybersecurity council—led by the Chief Technology Officer and comprising key stakeholders from platform and business IT teams— meets regularly. This council plays a pivotal role in assessing, refining, and reinforcing our security posture to stay ahead of evolving threats.

The Board of Directors, at their meeting held on May 19, 2025, approved the shifting of the registered office of the Company within the local limits of the city from Quess House 3/3/2 Bellandur Gate, Sarjapur Road, Bengaluru, Karnataka - 560103 to Quess Tower, Sky Walk Avenue, 32/4, Hosur Road, Roopena Agrahara, Bommanahalli, Bengaluru, Karnataka - 560068, with effect from May 20, 2025.

In terms of Section 118(10) of the Act, the Company has complied with the applicable Secretarial Standards i.e. SS-1, SS-2 and SS-4, relating to the ‘Meetings of the Board, ‘General Meetings' and ‘Report of the Board of Directors', respectively, as specified by the Institute of Company Secretaries of India and approved by the Central Government.

The details of the codes and policies approved and adopted by the Board as required under the various provisions of the Act, the SEBI Listing Regulations, and any other applicable laws are provided in ‘Annexure 7' to the Board's Report.

• The Company's ESG Report for the Financial Year ended March 31, 2026, prepared in accordance with GRI Standards, will be available on the website of the Company at https:// www.quesscorp.com /sustainability/.

• There were no instances where the Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial Institutions.

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

The Ministry of Corporate Affairs (‘MCA') has undertaken a "Green Initiative" to encourage paperless communications, contributing towards a greener environment. As part of this initiative, the companies are permitted to send official documents to shareholders electronically.

The Company fully supports this initiative and encourages shareholders to register/ update their email addresses with their Depository Participants or with the Company's Registrar and Share Transfer Agent to enable receipt of Annual Reports, Notices, and other communications in electronic mode.

The Directors express their sincere gratitude to all the employees for their unwavering dedication, resilience, and collaborative spirit. With such a strong foundation, enthusiasm, and shared vision, we are confident in our ability to drive continued success in the years ahead.

The Board conveys its appreciation to its shareholders, customers, vendors, bankers, business associates, regulatory authorities, and government authorities for their continued support and cooperation.