Quess Corp Limited — Board/Management Information 2021

Dec 22, 2021

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December 22, 2021

To, BSE Limited, National Stock Exchange Floor 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai-400 001. Mumbai-400 051. Security Code- 539978 Symbol: QUESS

Dear Sir/ Madam,

Sub.: Outcome of Board Meeting of the Company held on December 22, 2021

Time of Commencement: 09.00 A.M : 10.15 AM Time of Conclusion

This is to inform you that the Board of Directors (Board) at their meeting held today, i.e., Wednesday, December 22, 2021, inter-alia, considered and approved the following:

1. Investment in Monster.com (India) Private Limited (Monster India) (a wholly owned subsidiary of the Company) by Meridian Investments and Volrado Venture Partners Fund II (collectively, Investors) along with the Company. Investment amount of �112.5 er, with an option to extend the investment up to n37.5 er, at a floor pre-money valuation of �600 er as follows:

2. �62.5 er by the Investors as compulsory convertible preference shares (CCPS)

3. �50.0 er split as, n2.s er by the Investors and �37.5 by the Company, as compulsory convertible debentures (CCD)

4. Option for the Investors to subscribe to additional CCPS up to �37.5 er, within 4 months from the closing of the investment of CCPS by the Investors. If the Investors subscribe to additional �37.5 er then the obligation of the Investors to subscribe to CCD of n2.s er falls away

The information as per Regulation 30 of SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015, dated 9 September 2015 is annexed as Annexure I.

1. Transfer of Monster overseas entities, namely Monster .com.SG Pte Ltd, Monster .com.HK Ltd and Agensi Pekerjaan Monster Malaysia Sdn Bhd from Quess Corp Holdings Pte Ltd (a wholly owned subsidiary of the Company) to Monster India, subject to necessary approvals of relevant authorities of the respective jurisdictions.

2. Reconstitution of the Nomination and Remuneration Committee of the Board of Directors COUSISting O f th £ 11 e o owmgmem b ers w1 "th . imme di ate e ect:ff

SNo. Name of the Member Deshmation Categorv 1. Ms. Revathy Ashok Non-Executive, Independent Director Chairperson 2. Mr. Chandran Ratnaswami Non-Executive, Non-Independent Director Member 3. Mr. Sanjay Anandaram Non-Executive, Independent Director Member

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Quess Corp Limited

Quess House, 3[/] 3[/] 2, Bellandur Gate, Sar[j] apur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I connect[@] quesscorp.com I GIN No.L74140KA2007PLC043909 www.quesscorp.com

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You are requested to kindly take the same on your records and oblige.

Yours sincerely, For Quess Corp limited �� KundanKLal Company Secretary & Compliance 0 _

Quess Corp Limited

Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I connect@quesscorp.com I CIN No.L74140KA2007PLC043909

www.quesscorp.com

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auess

ANNEXUREI

Information as per Regulation 30 of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015, dated 9 September 2015

S.No.	Particulars	Particulars			Details
1.	Name(s) of parties wit agreement is entered.			whom te	Share Subscripton Agreement executed amongst the Company, Monster India and te
					Investors.
2.	Purpose of agreement.		entering	into the	Shareholders Agreement executed amongst te Coman,Monster India and te Investors. The funds raised wibe utiled towards enhanced investents on Product
					Development & Marketing in India, SEA and Middle East markets. This investent will help
3.	Shareholding, wit whom		i any, in the entity the agreement is		Monster India evolve from a Job-board into a Talent Platorm delivering a full stack ex erience for bot candidates and com anies. Post investment ofz62.5er by te Investors, the Investors are expected to hold9.43%
	executed.				shareholding in Monster India on a fully
					diluted basis. Remaining shares of Monster India will be held by te Company and
					employees under employee stock options plan.
					The Company and Investors shall do an
					additional investment in Monster India via
					CCD of_z50_er, of whichz37.5er shall be
					ivested by te Company andz12.5er by te Investors. The additonal funding of INR50er
					may be drawn by the management of Monster
					India as per the business plan approved by the
					Board. CCDs shall be converted to CCPS at a
					valuation of25%discount to the valuation of
					next round of funding subject to the floor
					valuation of_z600_er and cap valuation ofz750
					er.
					Further, Investors have the option to subscribe
					to up toz37.5er worth of CCPS at pre-money
					valuation of_z600_er. Option duration is of 4 months from te closing of the investment of CCPS by te Investors. If te Investors
					subscribe to additionalz37.5er then the
					obligation of Investors to subscribe to CCD of
					z12.5er falls away.
4.	Significant	terms of the agreement			The key terms/ rights provided in te Share
	(in brief) s	·	· ·	· ht to	Subscri lders

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auess Corp Limited

Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I connect@quesscorp.com I GIN No.L74140KA2007PLC043909

www.quesscorp.com

auess WINNING TOGETHER

			WINNING TOG
	appoit directors, first right to share	Agreement_inter alia_include the	right of the
	subscription in case of issuance of shares, right to restrict any change	Investors to collectively appoint a director, customary reserved matter rights, pre-emptve
	in capital structure etc.	rights, anti-dilution rights,	liquidation
5.	Wheter, te said parties are related	preference,exit rights,etc. Monster India is a wholly owned subsidiary of
	to promoter/ promoter group/	the Company.
	group companies in any manner. If
	yes, nature of relationship.	Promoter/ promoter group companies are not
		related in anymanner.
6. 7.	Wheter te transacton would fall witin related party transactions? If yes, wheter te same is don� at "arm's lengt". In case of issuance of shares to te	No Under the Share Subscription Agreement, te
	parties, details of issue price, class	Investors shall collectively invest	�62.5 er into
	of shares issued.	Monster India by subscribing to CCPS
		aggregating to 9.43% shareholding in Monster
		India on a fully diluted basis.
8.	Any oter disclosures related to such agreements, viz., detais of	For additional investment details to tepoint 3 above. Not Applicable	please refer
	nominee on the board of directors
	of the listed entity, potential conflct
	of interest arising out of such ageements,etc.
9.	In case of termination or	Not Applicable
	amendment of agreement, listed
	entity shall disclose additional details to te stock exchage(s):
	(a) name of parties to the ageement; (b) nature of te agreement;
	(c) date of execution of the
	agreement;
	(d) details of amendment and impact tereof or reasons of terminaton and ipact tereof.

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auess Corp Limited

Quess House, 3[/] 3[/] 2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +9180 6105 6001 I connect@quesscorp.com I CIN No.L74140KA2007PLC043909

www.quesscorp.com