Quess Corp Limited — Capital/Financing Update 2019

Apr 17, 2019

April 17, 2019

The General Manager - Listing Dept. Department of Corporate Services, BSE Limited, Floor 25, PJ Towers.Dalal Street, Mumbai-400001.

The Vice President - Listing Dept.

National Stock Exchange of India Limited, "Exchange Plaza", Bandra-Kurla Complex, Sandra (E), Mumbai-400051

Scrip Code: 539978

Scrip Symbol: QUESS

Dear Sir I Madam,

• Sub: Acquisition of shares of Allsec Technologies Limited ("Allsec") by Conneqt Business Solutions Limited (the "Acquirer") along with Quess Corp Limited ("Quess/we") (which is ^a person acting in concert with the Acquirer).
• Ref: Regulation ³⁰ of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

We wish to inform that the Acquirer has today signed definitive agreements to acquire upto 9,349,095 equity shares of Allsec (the "Equity Shares"), representing 61.35% of the total share capital of Allsec (the "Underlying Transaction"). Pursuant to the Underlying Transaction, the Acquirer is required to make an open offer to acquire upto 3,961,965 Equity Shares, representing 26% of the total share capital of Allsec (the "Open Offer"). Quess is ^a person acting in concert with the Acquirer for the purpose of Open Offer in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The Acquirer is ^a subsidiary of Quess.

As required under Regulation ³⁰ of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD/ 4/2015, dated September 9, 2015, we submit the details of the aforesaid acquisition in the SEBI prescribed format in the enclosed Annexure.

We request you to take the above on record.

Thanking you,

Yours faithfully, For Quess Corp Limited

\y

Kundan K Lal Company Secretary & Compliance Officer

Encl: As above.

Ouess Corp Limited

Que .s House. 3/3/2, Bellandur Gate. Sarjapur Road. Bengaluru-560103, Karnaljlka, India Tel: +91806105 ^{6001 I} connect@quesscorp.com ^I CIN No L74140KA2007P?C043909

Annexure

Information required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015, dated September 09, 2015

SI. No	Particulars	Details
1.	entity, Name of the details in brief such target size, etc.; turnover as	Technologies Limited. Name: Allsec presently engaged Allsec is in the Business: Lifecycle alia, business of providing, inter Customer Resource Outsourcing, and Management, Human Services. Anti-Money Laundering & Turnover: Allsec has workforce of around Size a - India, professionals delivery in 3,500 centers across of Philippines the US. It reported Rs. and a revenue in FY18. 324.96 crores
2.	would fall within Whether the acquisition transaction(s) and whether the related party group/ companies promoter/ promoter group acquired? interest in the entity being have any details thereof of and If yes, nature interest done "arms and whether the is at same length";	fall within related proposed acquisition does The not transaction(s). promoter/promoter While the party companies of Quess do have group/group not any entered into in Allsec, have interest Allsec and Quess the following agreements: September 2018 18, dated 1. service agreement and Quess in relation to executed between Allsec employees of deputation semi-skilled of skilled and
		and Quess to Allsec; outsourcing for business 2. agreement process April 1, executed between services dated 2015 inter-a/ia, Quess Quess in relation to, and Allsec outsourcing its the services of Allsec for engaging payroll. entered have been Each of the above agreements "arms lenath" basis. into on an
3.	being acquired entity Industry which the to belongs;	Management. Process Business
4.	acquisition (including Objects effects of and of for disclosure but not limited to, reasons acquisition entity, is of target if its business of business of the listed outside line the main entity);	and largely domestic The Acquirer has been a • It has been voice dominated BPO business. diversify of both its client base in terms looking to higher and non-voice practice lines revenue client international denominated margin dollar provides transaction such The proposed base. Allsec's the Acquirer's for business. opportunity (CLM) Cycle Management Customer Life approximately split as operations international are 48% non-voice. and 52% voice - 6??

Quess Corp Limited

Ouess House. 3/3/2, Bellandur Gate. Sarjapur Road, Bengaluru-560103, Karnataka. India Tel: +9180 ^{6105 6001 I} connect@quesscorp.com ^I CIN No.L74140KA2007?043909

SI.No.	Particulars	Details
		Acquirer the will get strong >-- a established Human Resources Outsourcing (HRO) practice serving clients and sizeable marquee US international CLM operations in the sector; in IT and Retail leverage » the Acquirer will be able to existing delivery in centres present Philippines US; and and the entity will consolidated be accretive the »
		in of margins and cash flow terms conversion.
s.	governmental Brief details of any or approvals required for regulatory the acquisition;	N.A.
6.	period completion Indicative time for acquisition; of the	August 31, 2019. On before or
7.	Nature of consideration whether - cash consideration share swap or and details of the same;	Cash consideration. • is expected outflow be The total net cash to • 398 Cr Cr INR between INR 271 to subscription (depending the in the upon purchased offer and the shares open Underlyina Transaction). pursuant to
8.	acquisition price Cost of the at or acquired; which the shares are	shareholding of Mr. Of the current • Ramamoorthy Jagadish Adiseshan and Mr. Saravanan Allsec, Acquirer has in the 5,387,155 Equity agreed acquire to upto aggregating Shares 35.35% of the total to capital of Allsec INR 320 share at per Equity Share.
		Carlyle Of the shareholding First current of • Allsec, Acquirer Ventures Mauritius in the Equity agreed acquire 3,961,940 has to aggregating 26% of total Shares to the capital of INR 250 share Allsec at per Equity Share. - ?Co?

Quess Corp Limited

Ouess House. 3/3/2, Bellandur Gate. Sarjapur Road. Bengaluru-560103, Karnataka, India Tel: +91 80 6105 6001 I connectlgquesscorp.com I CIN No.L74140KA2007PLCOl,3909

SI.No.	Particulars	Details
		The Open Offer will be made to all • shareholders of Allsec that eligible to are Open tender in the Offer INR at 320 Equity per Share.
9.	Percentage of shareholding I control acquired and I or number of shares acquired;	Depending the uptake in Open Offer the and on final quantum of shares that purchased are Underlying pursuant the Transaction, to the Acquirer's stake in Allsec post transaction will between 51% and 87.35%. ranee
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the entity acquired has and presence other significant information (in any brief);	Allsec founded in the 1998 and is was year headquartered in Chennai. Allsec listed in was May, 2005 the National Stock Exchange of India on Limited SSE and Limited. Allsec provides business solutions process across industry verticals various which include:
		Human Outsourcing Resources {HRO) • business that offers the following services as part of its service offering: Managed Payroll Services, Human Resources Management (HRMS) Services & Employee Statutory Services; and
		Customer Cycle Life Management {CLM) • business that offers services verticals across like Retail, BFSI (Banking Financial Services & Insurance), E-commerce, F&A (Finance & Accounting), Manufacturing Appliance & Home Companies in both the domestic market and the international market.
		Company The delivery has centres in five Chennai, locations: Bangalore, Noida, Manila (Philippines) and Dallas (US) with seating total a capacity of 3,300 seats.
		Key Crores.) Financials in Rs. Particulars FY 2016 FY 2017 FY 2018
		Revenue 233 318 325

auess Corp Limited

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