November 07, 2024

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To, BSE Limited, National Stock Exchange of India Limited 1[st] Floor, New Trading Ring, Exchange Plaza, Rotunda Building, PJ Towers, Dalal Street, Bandra-Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Security Code – 539978 NSE Symbol – QUESS

Dear Sir/Madam,

Sub.: Meetings of Equity Shareholders and Unsecured Creditors of the Company

Ref: In the matter of the Composite Scheme of Arrangement between Quess Corp Limited, Digitide Solutions Limited and Bluspring Enterprises Limited and their respective shareholders and creditors (Scheme)

This is in continuation to our letter dated October 24, 2024, in pursuance of the Hon’ble National Company Law Tribunal, Bengaluru bench (“ NCLT ”) order dated October 22, 2204 and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 (“ the Act ”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), notice is hereby given that meetings of the Equity Shareholders and Unsecured Creditors of the Company are scheduled to be held through video conferencing (" VC ")/other audio-visual means (" OAVM ") as under:

Date and time (IST) of meetings of Equity Shareholders and Unsecured Creditors of the Company:

Sl. No	Company	Equity Shareholders	Unsecured Creditors
1.	Quess Corp Limited	December 09, 2024 at 10.30 A.M.	December 09, 2024 at 12 P.M.

The details such as manner of (i) casting vote and (ii) attending the meeting through VC / OAVM is set out in the Notice of the aforesaid meetings.

An Equity Shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA/ Depositories as on the cut-off date, i.e., December 02, 2024 only shall be entitled to cast their vote by electronic means. The voting rights of a shareholder shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut- off date.

An Unsecured Creditor, whose name appears in the list of Unsecured Creditors of the Company as on the cut-off date, i.e., March 31, 2024 (list submitted with NCLT) only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.

Copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid two meetings are attached.

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We request you to take the above information on record and treat this as compliance under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Yours sincerely, For Quess Corp Limited

Digitally signed Kundan by Kundan Kumar Lal Kumar Lal Date: 2024.11.07 15:25:28 +05'30' Kundan K Lal Company Secretary & Compliance Officer

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QUESS CORP LIMITED

CIN: L74140KA2007PLC043909

Registered Office: 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru- 560103

Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

Email ID: [email protected]; Website: www.quesscorp.com

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF QUESS CORP LIMITED CONVENED PURSUANT TO THE ORDER DATED OCTOBER 22, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

MEETING DETAILS:

	MEETING DETAILS:
Day	Monday
Date	December 09, 2024
Time	10:30 A.M.
Venue/Mode	As per the directions of the Hon’ble National Company Law Tribunal, Bengaluru Bench, the meeting is beingconducted through video conference (VC)and/or other audio and visual means (OAVM)

REMOTE E-VOTING:

Cut-off date for sending the notice to eligible shareholders	Friday, November 01, 2024
Remote e-voting commencing on	Thursday, December 05, 2024 at 9:00 AM (IST)
Remote e-voting ending on	Sunday, December 08, 2024 at 5:00 PM (IST)
Cut-off date for e-voting	Monday, December 02, 2024

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the equity shareholders of Quess Corp Limited during the Meeting.

INDEX

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1.	Notice convening meeting of the equity shareholders of Quess Corp Limited (the “Company”) or (“Demerged Company”) (“Notice”)	4
2.	Explanatory Statement under Sections 102, 230(3), 232(1), 232(2) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013	13
Annexures
3.	Composite scheme of arrangement between the Demerged Company, Digitide Solutions Limited (“Resulting Company 1”) and Bluspring Enterprises Limited (“Resulting Company 2”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions, of the Companies Act, 2013 and the rules framed thereunder (“Scheme”), enclosed asAnnexure 1	42
4.	Reports of the Scheme adopted by the Board of Directors of the Demerged Company, Resulting Company 1 and Resulting Company 2 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 2 series	112
5.	Resolutions of the Board of Directors of the Demerged Company, Resulting Company 1 and Resulting Company 2 for approving the Scheme in their meetings held on February 16, 2024 and February 25, 2024 respectively, enclosed asAnnexure 3 series	129
6.	Report dated February 16, 2024 adopted by the Audit Committee of the Demerged Company, enclosed as Annexure 4	145
7.	Report dated February 16, 2024 adopted by the Committee of Independent Directors of the Demerged Company, enclosed asAnnexure 5	153
8.	Share entitlement ratio report dated February 16, 2024 (“Share Entitlement Ratio Report”) issued by Bansi S. Mehta Valuers LLP, registered valuer with the Insolvency and Bankruptcy Board of India (IBBI Registration Number: IBBI/RV- E/06/2022/172), enclosed asAnnexure 6	161
9.	Fairness opinion dated February 16, 2024 (“Fairness Opinion”) issued by RBSA Capital Advisors LLP, a Category I Merchant Banker registered with SEBIfor providing a fairness opinion on the valuation carried out bythe registered valuer in the Share Entitlement Ratio Report, enclosed asAnnexure 7	177
10.	Pre andpost-scheme shareholding pattern of the Demerged Companyenclosed asAnnexure 8	188
11.	Pre and post-scheme shareholding patterns of Resulting Company 1 and Resulting Company 2, enclosed as Annexure 9 series	206
12.	Observation letter dated July 31, 2024 issued by BSE Limited (“BSE”) and observation letter dated August 01, 2024 issued by National Stock Exchange of India Limited (“NSE”) conveying no objection for filing the Scheme with the Bengaluru Bench of Hon’ble National Company Law Tribunal (“NCLT”), enclosed asAnnexure 10 series	240
13.	Complaints reports dated April 04, 2024 and April 05, 2024 submitted by the Demerged Company to BSE and NSE respectively, enclosed asAnnexure 11 series	250
14.	Details of investigation or proceedings, pending against the Company including ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, itspromoters and directors, enclosed asAnnexure 12	254
15.	Unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the secondquarter and halfyear ended September 30, 2024, enclosed asAnnexure 13	262
16.	Unaudited financial results of Resulting Company 1 and Resulting Company 2 for the second quarter and half year ended September 30, 2024, enclosed asAnnexure 14 series	280
17.	Information pertaining to Resulting Company 1 and Resulting Company 2 involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI circular dated February 4, 2022 along with certificate issued byICICI Securities Limited, an Independent SEBI Registered Merchant Bank, enclosed asAnnexure 15 series	284

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18.	Certificates from the statutory auditor of the Demerged Company (issued by M/s Deloitte Haskins & Sells LLP (Firm No. 117366W/W-100018)), statutory auditor of Resulting Company 1 (issued byDeloitte Haskins&Sells (Firm No. 008072S ) and statutory auditor of Resulting Company 2 (issued byDeloitte Haskins&Sells(Firm No. 008072S) to the effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013, enclosed asAnnexure 16 series	308
19.	The undertaking dated February 16, 2024 given by the Demerged Company as prescribed under Paragraph (A) (10) (c) of Part I of the SEBI Scheme Circular (defined below) stating the reasons for non-applicability of Paragraph (A) (10) (b) along with the certificate dated February 16, 2024 from M/s. Deloitte Haskins & Sells LLP, statutoryauditor of the Demerged Company, certifyingthe said undertaking, enclosed asAnnexure 17 series	317
20.	Compliance report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Demerged Companyaddressed to BSE and NSE, enclosed asAnnexure 18	323
21.	Form GNL-1 filed with the Registrar of Companies by the Demerged Company, Resulting Company 1 and ResultingCompany2, enclosed asAnnexure 19 series	326
22.	Additional information and/ or documents as submitted in relation to Query 18_dated March 11, 2024_to BSE and Annexure M to NSE enclosed as Annexure 20 series	338

This Notice of the Meeting, Explanatory Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable MCA Circulars (defined below), SEBI Circulars (defined below) and Annexure 1 to Annexure 20 of this Notice and Explanatory Statement constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

AT BENGALURU

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN QUESS CORP LIMITED, DIGITIDE SOLUTIONS LIMITED AND BLUSPRING ENTERPRISES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CA (CAA) No.36/BB/2024

QUESS CORP LIMITED CIN: L74140KA2007PLC043909 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103

…COMPANY / DEMERGED COMPANY

FORM NO. CAA. 2

Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF QUESS CORP LIMITED

To,

The Equity Shareholders of

Quess Corp Limited,

Notice is hereby given that by an order dated October 22 , 2024 (“ Order ”) passed by the Bengaluru Bench of Hon’ble National Company Law Tribunal (hereinafter referred as “ NCLT” ), whereby the NCLT has directed the Demerged Company to convene of a meeting of its equity shareholders for the purpose of considering, and if thought fit, approving with or without modification the composite scheme of arrangement between Quess Corp Limited (“ Demerged Company ”), Digitide Solutions Limited (“ Resulting Company 1 ”) and Bluspring Enterprises Limited (“ Resulting Company 2 ”) and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) under Sections 230 to 232, and other “

applicable provisions of the Companies Act, 2013 and the rules made thereunder (the Act ”).

In pursuance of the said Order and as directed therein, further Notice is hereby given that a meeting of the equity shareholders of the Demerged Company, will be held on Monday, December 09, 2024, at 10:30 A.M. , through video conference (VC) and/or other audio and visual means (OAVM) for the purpose of considering, and if thought fit, approving the proposed Scheme following the operating procedures referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 11/2022 dated 28 December 2022 and General Circular No. 09/2023 dated 25 September, 2023 and General Circular No. 09/2024 dated 19 September, 2024, issued by the Ministry of Corporate Affairs, Government of India, in each case, as amended from time to time (collectively referred to as “ MCA Circulars ”) read with circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023, Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India, in each case, as amended from time to time, (“ SEBI” ) (referred as “SEBI Circulars” ).

TAKE NOTICE that the following resolution is proposed under Sections 230 to 232 of the Act and the Companies (Compromise, Arrangement and Amalgamation), Rules 2016 (the “ Rules ”) and the National Company Law Tribunal Rules, 2016 framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the provisions of the Memorandum of Association and Articles of Association of the Demerged Company, for the purpose of considering, and if thought fit, approving the Scheme:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended or re-enacted from time to time (“ Act ”), the master circular bearing no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 ‘Master Circular on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957’ dated June 20, 2023, as amended from time to time or any other circulars issued by the Securities and Exchange Board of India (“ SEBI ”) prescribing the compliance requirements for schemes of arrangement involving listed companies, in each case, as amended from time to time, (collectively, the “ SEBI Scheme Circular ”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961, and relevant provisions of the Memorandum of Association and Articles of Association of the Company, read with the observation letters issued by the BSE Limited and National Stock Exchange of India Limited on July 31, 2024 and August 01, 2024 respectively and subject to sanction by the Hon’ble National Company Law Tribunal, Bengaluru Bench (“ NCLT ”) and other requisite concerns and approvals, if any, being obtained and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon’ble Tribunal or other appropriate authorities while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), composite scheme of arrangement between the Quess Corp Limited (“ Demerged Company ”), Digitide Solutions Limited (“ Resulting Company 1 ”) and Bluspring Enterprises Limited (“ Resulting Company 2 ”, and together with Resulting Company 1, the “ Resulting Companies ” and the Resulting Companies, together with the Demerged Company shall be referred to as the “ Companies ”) and their respective shareholders and creditors (“ Scheme ”) as enclosed with the notice of the NCLT convened meeting of the equity shareholders, be and is hereby approved.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to make any modification(s) or amendment(s) to the Scheme at any time and for any reason whatsoever, and to accept such modification(s), amendment(s), limitation(s) and/or condition(s), if any, which may be required and / or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any question(s) or doubt(s) or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the equity shareholders and the equity shareholders shall be deemed to have given their approval thereto expressly by authority under this resolution.”

TAKE FURTHER NOTICE that in accordance with the said Order and provisions of Sections 108 and 230(4) and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; Secretarial Standard-2 on General Meetings; MCA Circulars, SEBI Circulars and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“ Listing Regulations ”), the Demerged Company has engaged the services of Central Depository Services (India) Limited (“ CDSL” ) for the purpose of providing facility of remote e-voting prior to the Meeting and e-voting during the meeting through VC/OAVM. Accordingly, voting by equity shareholders of the Demerged Company shall be carried out through (a) remote e-voting prior to the Meeting, and (b) e-voting during the Meeting through VC/OAVM.
TAKE FURTHER NOTICE that the equity shareholders shall have the facility and option of e-voting during the meeting and in addition to the same, the equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the meeting during the period commencing from Thursday, December 05, 2024 at 09:00 A.M (IST) and ending on Sunday, December 08, 2024 at 05:00 P.M. (IST). The voting rights of equity shareholders shall be in proportion to their shareholding in the paid-up equity share capital of the Demerged Company as on December 02, 2024, being the cut-off date (“ Cut-off Date ”). Only registered shareholders, whose name are recorded in the Register of Members maintained by the Company/Registrar and Transfer Agents or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date i.e., December 02, 2024 shall be entitled to exercise their voting rights on the Resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only. The equity shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting during the Meeting.
TAKE FURTHER NOTICE that pursuant to the Order of the NCLT, the Demerged Company has exercised the option to convene the Meeting of equity shareholders by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular

No. 14/2020 dated April 8, 2020 issued by the Ministry of Corporate Affairs, India. Accordingly, the facility of appointment of proxies by equity shareholders under Section 105 of the Act will not be available for the said Meeting. However, in pursuance of Section 112 and Section 113 of the Act read with Rule 10 of the of the Rules, where a body corporate is a member, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided a certified true copy of the resolution the board of directors/ designated partners (in case of Company/LLP) or a Letter of Authorization (in case of partnership firm and others) authorizing such representative to attend and vote at the said Meeting through VC/ OAVM as its representative, who are authorized to vote is emailed to the Demerged Company at [email protected] not later than 48 (forty-eight) hours before the time scheduled for holding the Meeting.

A copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, along with the enclosures as indicated in the Index, are enclosed herewith. Further, additional information as required under the SEBI Scheme Circular and the observation letters of BSE and NSE dated July 31, 2024 and August 01, 2024 respectively are also annexed. In compliance with the Order and the MCA Circulars and SEBI Circulars, the Notice of this Meeting, together with the documents accompanying the same, is being sent through electronic mode to those equity shareholders of the Demerged Company whose e-mail addresses are registered with the Demerged Company/Registrar and Share Transfer Agent (RTA)/ Depositories, and by registered post, speed post or courier to the equity shareholders of the Demerged Company whose email addresses are not registered with the Demerged Company / RTA/ Depositories.
A copy of this Notice and the accompanying documents will be hosted on the website of the Company at www.quesscorp.com and will also be available on the website of BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) at www. bseindia.com and www.nseindia.com, respectively and also on the website of CDSL at [email protected] and the website of SEBI at www.sebi.gov.in. A copy of the Scheme along with the Explanatory Statement can be obtained free of charge, between 10.00 a.m. to 5.00 p.m. on any day (except Saturday, Sunday and public holidays) upto one day prior to the date of the Meeting from the registered office of the Demerged Company or by sending a request, along with details of your shareholding in the Demerged Company, by e-mail at [email protected]
In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the equity shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the equity shareholders of the Demerged Company, voting through remote e-voting and e-voting facility made available during the Meeting through VC/ OAVM.
The SEBI Scheme Circular, inter alia, provides that approval of Public Shareholders (defined below) of the Demerged Company to the Scheme shall also be obtained by way of e-voting. Since, the Demerged Company is seeking the approval of all equity shareholders (including that of Public Shareholders) to the Scheme by way of e-voting, no separate procedure would be required to be carried out by the Demerged Company for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Scheme Circular. The aforesaid Notice sent to the equity shareholders (including Public Shareholders) of the Demerged Company would be deemed to be the Notice sent to the Public Shareholders of the Demerged Company. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly. In terms of SEBI Scheme Circular, the Demerged Company has provided the facility of e-voting to all equity shareholders including its Public Shareholders.
The NCLT has appointed Ms. Krishna Anmol Singh, Advocate as the Chairperson and Shri Dushyanth Kumar, Practicing Company Secretary as the Scrutinizer of the said Meeting.
The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the NCLT and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.

Sd/Guruprasad Srinivasan Executive Director & Group CEO DIN: 07596207 Quess Corp Limited

Dated this 5[th] day of November, 2024 at Bengaluru

Registered Office:

3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103 CIN: L74140KA2007PLC043909 Website: www.quesscorp.com Email: [email protected] Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

NOTES:

Pursuant to the Order dated October 22, 2024, in Company Application No. CA (CAA) No.36/BB/2024, passed by the NCLT, the meeting of the equity shareholders of the Demerged Company is being convened on Monday, December 09, 2024 at 10:30 A.M. (IST) through VC/OAVM without the physical presence of the equity shareholders at a common venue, at the option of the Demerged Company and as per applicable procedure (with requisite modifications as may be required) referred to in MCA Circulars and SEBI Circulars for the purpose of considering, and if thought fit, approving the Scheme, pursuant to the provisions of Sections 230 to 232, and other applicable provisions of the Act. In accordance with the MCA Circulars and SEBI Circulars, provisions of the Act and the Listing Regulations, the Meeting is being held through VC/OAVM. As per the Order, MCA Circulars and SEBI Circulars, since the Meeting is held through VC/OAVM, the deemed venue of the Meeting shall be registered office of the Demerged Company.
Only registered equity shareholders of the Demerged Company can attend and vote at the Meeting (either in person or by an authorised representative. As mentioned above, where a body corporate is a member, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided a certified true copy of the resolution the board of directors/ designated partners (in case of Company/LLP) or a Letter of Authorization (in case of partnership firm and others) authorizing such representative to attend and vote at the said Meeting through VC/ OAVM as its representative, who are authorized to vote is emailed to the Demerged Company at [email protected] not later than 48 (forty-eight) hours before the time scheduled for holding the Meeting. Although pursuant to the provisions of the Act, a member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Demerged Company, since this Meeting is being held pursuant to the MCA Circulars and SEBI Circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this Meeting and hence the proxy form, attendance slip and route map of this Meeting are not annexed to this Notice.
The Cut-off Date to determine the eligibility to attend and vote by remote e-voting or e-voting through VC/OAVM during the Meeting shall be as per applicable law. The equity shareholders whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off Date i.e. Monday, December 02, 2024, shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting through VC/OAVM, as the case may be.
Any person, who acquires shares and becomes a member of the Demerged Company after dispatch of the Notice and holding shares as on the Cut-off Date, may obtain the login ID and password by sending a request at [email protected] or to the Registrar and Share Transfer Agent (RTA) at [email protected]. However, if he/she is already registered with Central Depository Services Limited (CDSL) for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
Only those equity shareholders who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. However, the equity shareholders who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote again during the Meeting.
In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Demerged Company will be entitled to vote at the meeting.
Each equity shareholder can opt for only one mode of voting i.e. (a) remote e-voting prior to the Meeting or (b) and e-voting through VC/OAVM during the Meeting as arranged by CDSL on behalf of the Demerged Company. If an equity shareholder casts votes by both modes, then voting done through remote e-voting shall prevail. Once the vote on a resolution is cast, the equity shareholder shall not be allowed to change the same subsequently or cast the vote again.
The Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and Section 102 of the Act, and Rule 6 of the Rules setting out the material facts concerning the business and details of the Scheme is annexed hereto.
All the documents referred to in the accompanying Notice and Explanatory Statement, shall be available for inspection through electronic mode, basis the request being sent, on the websites of the stock exchanges where the shares of the Demerged Company are listed, i.e., BSE and NSE at www.bseindia.com and www.nseindia.com respectively, the website of CDSL at evoting@cdslindia. com being the depository appointed by the Demerged Company to provide remote e-voting/e-voting and other facilities for the Meeting, the Demerged Company’s website at www.quesscorp.com, and the website of SEBI at www.sebi.gov.in.
Members attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
As per the Order, the quorum for the said Meeting is 30 (thirty) members as prescribed under section 103 of the Companies Act, 2013. As per the Order, for the purpose of completing the quorum, the valid authorized representatives shall also be considered.

In case the requisite quorum is not present at the commencement of the Meeting, the Meeting shall stand adjourned for half an hour. If the quorum is not present within half-an-hour, the meeting shall be adjourned in accordance with Section 103 (2) of the Companies Act, 2013. Thereafter, if at the adjourned meeting also a quorum is not present within half-an-hour, the members present shall be the quorum in accordance with provisions of Section 103 (3) of the Companies Act, 2013.

The NCLT has appointed Ms. Krishna Anmol Singh, Advocate as the Chairperson of the said meeting and Shri Dushyanth Kumar, Practicing Company Secretary as the Scrutinizer (Membership No. 6662 and CP No. 6003), to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The Scrutinizer’s decision on the validity of the votes cast electronically shall be final.
The remote e-voting period commences on Thursday , December 05, 2024 (9:00 AM) and ends at 5.00 PM . (IST) on Sunday, December 08, 2024. During the remote e-voting period, equity shareholders of the Demerged Company holding shares either in physical form or in dematerialised form, as on Monday, December 02, 2024 may cast their vote electronically. The remote e-voting module shall be disabled for voting on Sunday, December 08, 2024 at 5.00 PM IST. The detailed instructions for joining the Meeting through VC/OAVM and process and manner of remote e-voting form part of this Notice.
The Notice convening the aforesaid meeting, day, date, time and link of the meeting to be conducted through VC/ OAVM as aforesaid, along with the Explanatory Statement amongst others, will be published through advertisement in the following newspapers, namely, (i) “Financial Express” in English language; and (ii) “Hosa Digantha” in Kannada language.
Equity shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.
Declaration of results on the resolution
(i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favour and against the resolution and invalid votes, if any made by equity shareholders, including Public Shareholders, of the Company through remote e-voting and e-voting at the meeting, and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.
(ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 2 (two) working days from the conclusion of the Meeting upon receipt of the Scrutinizer’s report. The results declared, along with the Scrutinizer’s report, shall be displayed on the notice board of the Demerged Company at its registered office and also hosted on the Demerged Company’s website at www.quesscorp.com and on the website of CDSL at [email protected] immediately after the results are declared. The Demerged Company shall also simultaneously forward the results along with the Scrutinizer’s report to BSE and NSE, the stock exchanges where the Demerged Company’s equity shares are listed.
(iii) The Chairperson shall report the result of the meeting to the NCLT in Form No. CAA 4, as per Rule 14 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 within 07 (seven) days of the conclusion of the Meeting.
(iv) Subject to the receipt of requisite majority of votes in favour of the Scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on December 09, 2024.
A copy of the Explanatory Statement, the Scheme and other enclosures are enclosed and form part of this Notice.
Instructions for attending the meeting through VC/OAVM and process and manner for remote e-voting are as under:

The remote e-voting period begins on Thursday, December 05, 2024 (9:00 AM) and ends at 5.00 PM. (IST) on Sunday, December 08, 2024. The remote e-voting module shall be disabled by CDSL for voting thereafter.

Instructions for shareholders to vote electronically:

Step 1 : Access through Depositories e-Voting system in case of individual shareholders holding shares in Demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in Demat mode.

Details on Step 1 are as below:

Pursuant to aforesaid SEBI Circular , the Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Individual Shareholders holding securities in Demat mode with CDSL Depository	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arewww.cdslindia.comand click on Login icon and select New System Myeasi Tab. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available atwww.cdslindia. comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting

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Type of shareholders

Login Method

Individual Shareholders (holding
securities
in
demat
mode)
login through theirDepository
Participants (DP)

You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able
to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL
Depository site after successful authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining virtual meeting
& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

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Login type	Helpdesk details

Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at toll- free no.: 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact the CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. comor toll free no. 1800 22 55 33.

Details on Step 2 are mentioned below :

(i) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders). Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank DetailsOR Date of Birth	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id/folio number in the Dividend Bank details field.

(ii) After entering these details appropriately, click on “SUBMIT” tab.

(iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that the Company opts for e-voting through the CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(v) Click on the EVSN for Quess Corp Limited on which you choose to vote.
(vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the resolution and option NO implies that you dissent to the resolution.
(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire resolution details.
(viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xi) If a Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is mandatory that, a scanned copy of the board resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non Individual shareholders are required mandatory to send the relevant board resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Instructions for shareholders/members to attend the meeting through VC/OAVM & e-voting during meeting are as under:

The procedure for attending meeting & e-Voting on the day of the meeting is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the meeting.
Shareholders are encouraged to join the Meeting through Laptops/IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request on or before December 02, 2024 mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the meeting but have queries may send their queries on or before December 02, 2024 mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the Meeting.
Only those shareholders, who are present in the meeting through VC/OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the meeting.
If any Votes are cast by the shareholders through the e-voting available during the meeting and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Process for those shareholders whose email/mobile numbers are not registered with the Company/Depositories:

a. For Physical shareholders - please provide necessary details like Folio No., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
b. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
c. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
d. If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).
e. In terms of SEBI circular dated 9 December 2020 on e-Voting facility provided by listed companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General guidelines for shareholders:

During the voting period, members can login to e-voting platform any number of times till they have voted on all the resolutions for a particular “ Event ”.
Shareholders holding multiple folios/Demat account shall choose the voting process separately for each of the folios/Demat account.
In case the shareholders have any queries or issues regarding e-voting, please refer to the Frequently Asked Questions (“ FAQs ”) and e-Voting manual available on the CDSL website.]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

AT BENGALURU

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN QUESS CORP LIMITED, DIGITIDE SOLUTIONS LIMITED AND BLUSPRING ENTERPRISES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CA (CAA) No.36/BB/2024

QUESS CORP LIMITED CIN: L74140KA2007PLC043909 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103

COMPANY / DEMERGED COMPANY

EXPLANATORY STATEMENT UNDER SECTIONS 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF QUESS CORP LIMITED CONVENED PURSUANT TO THE ORDER DATED OCTOBER 22, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH (“NCLT”)

I. Meeting for the Scheme

This is a statement accompanying the Notice convening the Meeting of equity shareholders of Quess Corp Limited (“ Demerged Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the composite scheme of arrangement between the Demerged Company, Digitide Solutions Limited (“ Resulting Company 1 ”) and Bluspring Enterprises Limited (“ Resulting Company 2 ”) and their respective shareholders and creditors (“ Scheme ”).

The Scheme provides, inter-alia for:

(i) the demerger of Demerged Undertaking 1 (as defined in the Scheme) (comprising of the Transferred Business 1(as defined in the Scheme)) into Resulting Company 1 and in consideration, the consequent issuance of New Equity Shares 1 (as defined in the Scheme) by Resulting Company 1 to the equity shareholders of the Demerged Company in accordance with the Share Entitlement Ratio 1 (as defined in the Scheme);
(ii) the demerger of Demerged Undertaking 2 (as defined in the Scheme) (comprising of the Transferred Business 2 (as defined in the Scheme)) into Resulting Company 2 and in consideration, the consequent issuance of New Equity Shares 2 (as defined in the Scheme) by Resulting Company 2 to the equity shareholders of the Demerged Company in accordance with the Share Entitlement Ratio 2 (as defined in the Scheme); and
(iii) matters consequential or connected therewith pursuant to Sections 230 to 232 of the Act and other applicable provisions thereof read with Section 2(19AA) of the Income-tax Act, 1961 and SEBI master circular bearing no. SEBI/HO/CFD/POD-2/P/ CIR/2023/93 ‘Master Circular on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957’ dated June 20, 2023, as amended from time to time or any other circulars issued by SEBI applicable to schemes of arrangement from time to time (“ SEBI Scheme Circular ”), in the manner provided for in the Scheme.

A copy of the Scheme which has been, inter alia, approved by the Audit Committee, Committee of Independent Directors and the Board of Directors (“ Board ”) of the Demerged Company on February 16, 2024 and the Board of Directors of the Resulting Companies on February 25, 2024, is enclosed as Annexure 1 .

Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

II. Date, time and mode of meeting

Pursuant to an Order dated October 22, 2024, passed by the NCLT in Company Application CA (CAA) No.36/BB/2024, the Meeting of the equity shareholders of the Demerged Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’) on Monday, December 09, 2024 at 10:30 A.M. (IST). The Company is providing the facility to vote at the Meeting by electronic means, i.e., remote e-voting and e-voting at the Meeting.

III. Need and rationale of the Scheme, benefits of the Scheme as perceived by the Board of Directors of the Companies, synergies of business of the Companies involved in the Scheme, impact of the Scheme on the shareholders and cost benefit analysis of the Scheme.

The Demerged Company was established in the year 2007, with a focus on providing business services, leveraging its extensive domain knowledge and future-ready digital platforms to drive client productivity through outsourced solutions.
Over the past 17 (seventeen) years, the Demerged Company has been a pioneering leader and has expanded its geographic presence and scale. The Demerged Company currently has offices across India, Southeast Asia, North America and Middle East.
The Demerged Company’s business portfolio is spread across various business services platforms including Work Force Management, Global Technology Solutions, Operating Assets Management and Product-Led Business. These businesses are carried out directly by the Demerged Company as well as through its subsidiaries or associate companies.
The nature of technology, operations, customer landscape, risk, competition and operations involved in each of these businesses is distinct, and consequently, each business is capable of addressing independent business opportunities, deploying different technologies, and attracting different sets of talent, customers, investors, strategic partners, lenders and stakeholders.
In order to strengthen the value proposition for customers, unlock significant long-term valuation and upside value creation for the shareholders (through focused management, clearer choices of capital allocation, etc.) and to provide investors, strategic partners, lenders and stakeholders the flexibility to participate in some or all of these distinct businesses, the Demerged Company proposes to re-organise and segregate its business portfolio in the manner contemplated under this Scheme, as detailed below:
(i) the transfer of the Demerged Undertaking 1 (i.e., the undertaking engaged in Transferred Business 1) to Resulting Company 1; and
(ii) the transfer of the Demerged Undertaking 2 (i.e., the undertaking engaged in Transferred Business 2) to Resulting Company 2.
The Scheme will ensure long-term value creation and is in the best interest of the Companies and their respective shareholders, employees, creditors and other stakeholders.
The proposed restructuring pursuant to this Scheme, is expected, inter alia, to result in the following benefits:
(i) simplification of organisational and operating structure to enable sharper management focus on individual platforms and business requirements, thereby allowing management of each of the business undertakings to pursue independent growth strategies. The proposed restructuring will result in separation of the current diversified businesses under the Demerged Company to each of the Resulting Companies focusing on similar type of businesses and independent management of each of the businesses will be able to ensure the required depth and focus on each of the businesses and the adoption of strategies necessary for the growth of respective businesses;
(ii) facilitating the pursuit of scale and independent growth plans (organically and inorganically) of all segments with more focused management, flexibility and liquidity for the shareholders, following the listing of equity shares of the Resulting Companies, pursuant to the Scheme;
(iii) insulating and de-risking the businesses from one another;
(iv) unlocking value for the over-all business portfolio through better price discovery of individual platforms. Consequently, the proposed restructuring is expected to open-up windows to unlock value through potential divestments and acquisitions to achieve the scale of business in respective subsidiaries as well;
(v) reinforcing strong stewardship through more value-focused capital allocation strategies and ensuring that existing and potential investors are able to realise full returns on their investments;

(vi) facilitating creation of value for the shareholders through a segregated corporate structure by realigning the business portfolio of the Companies to attract specific investors for each of the businesses, and consequently, encouraging stronger capital market outcomes, and creating the ability to achieve valuation based on respective risk returns profile and cash flows;
(vii) facilitating diversification by allowing investors to invest separately in different businesses with different investment characteristics thereby enabling them to select investments that best suit their investment strategies and risk profiles;
(viii) creating an even stronger internal foundation for performance management and accountable ownership aligned with long-term shareholder value creation; and
(ix) providing scope for mitigation of overlapping services, and enhancing the focus on independent business growth strategies and expansion for each of the business undertakings.

Cost benefit analysis of the Scheme

Although the Scheme would lead to incurring some costs by each of the Companies towards its implementation, the benefits of the Scheme over a longer period would far outweigh such costs for the stakeholders of the Companies in terms of improved competitiveness, operational efficiency and other benefits as specified under need & rationale of the Scheme. It will be beneficial for the Demerged Company and Resulting Companies.

IV. Background of the Companies:

Particulars of the Demerged Company (Quess Corp Limited) as per Rule 6(3) of the Rules

Quess Corp Limited/ the Demerged Company is a public listed company, limited by shares, incorporated under the Companies Act, 1956 bearing Corporate Identity No. L74140KA2007PLC043909. The Demerged Company was incorporated vide certificate of incorporation dated September 19, 2007 as “IRIS Human Capital Solutions Private Limited”. Thereafter, vide fresh certificates of incorporation dated October 15, 2007 and July 02, 2013, the name of the Demerged Company was changed to “IKYA Human Capital Solutions Private Limited”, and upon conversion to a public limited company, “IKYA Human Capital Solutions Limited” respectively. The name of the Demerged Company was changed to its current name i.e., “Quess Corp Limited” vide fresh certificate of incorporation dated January 02, 2015 with CIN: L74140KA2007PLC043909 and PAN: AABCI7601M. The email address of the Demerged Company is [email protected] and the website is www. quesscorp.com. The equity shares of the Demerged Company are listed on the BSE and the NSE. The registered office is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore, Karnataka, India 560103.
There has been no change in the name, registered office and objects of the Demerged Company during the last 5 (five) years.
The main objects of the Demerged Company : The main objects of the Demerged Company as set out in its Memorandum of Association are, inter alia, as follows:
To carry on the business of human resource consultants, human resource recruitment and executive search service providers, contingency and temporary staff providers, human resource process outsources, pay roll management service providers, compliance management consulting services, finance, legal, & outsourced accounting services, outsourced statutory compliance services, services in managing corporate governance and corporate compliances, corporate social responsibility, strengthening corporate democracies, and the business of Education Certificate Verification, Professional License Certificate Verification, Pre- Employment Verification, Criminal Record Verification, Personal or Professional Reference Check, Address Verification. Court Record Retrieval, Immigration Screening, Military Record Check, Database Search, Civil and Criminal Litigation Search. Pre/Post Employment Monitoring / Lifestyle Check and all types of verification and checks, host for web based job boards, establish and run training and development centres/institutes, conduct performance assessments and tests for staff of customers including companies, central and state government departments, local authorities, education and research institutions and other organizations and to run training centers, technical centers, online education / e-learning portals.
To carry on or undertake to recruit, arrange for training personnel in hardware and software platforms and to second the personnel for all kinds of business houses, offices, companies, firms and to do data preparation, processing. conversions centre for technical and business data, to develop processes and enter into contracts to provide services for e-commerce, online customer care, e-mail support, business process support, IT helpdesk, IT enabled services, Internet Application development, data warehousing, customer service consulting, technical support, data entry and processing, medical transcription and electronic publishing, insurance data processing and to undertake to any of the following activities relating to Computer Software, namely system study and software feasibility analysis including analysis of existing stems, business analysis, project definition, conceptual design and prototyping and designing,

developing and implementing customized software including collection and analyzation of client requirements, design of desired system, development and implementation of the system to the client’s satisfaction and design, setup and administration of data base including understanding client data and procedures, designing of labels using structured methodology like entity relationship diagrams, installation, performance tuning and database administration, Computer Hardware namely assembly of computer hardware components, sale and distribution of computer Hardware, maintenance of computer hardware systems including servicing and any other activity relating to computer hardware and development of internet and internet solutions including selection and implementation of the right solutions, development of static, dynamic content and CGI from concept to installation and development of specialized quality assurance methodology including development of the optimum testing procedures for all levels of testing including module and regression testing, automation of test procedures based on client requirements and setup and management of help desks deriving innovative help desk solutions for all support related work.

To carry on the business of all types of facility management services such as housekeeping, man power supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping and gardening, water supply, event management services, food preparation, food supply services, kitchen maintenance services, cafeteria and catering services, laundry and linen management services, pest control services, staffing services, mail management and distribution services, waste management services, document management and retrieval services, computer hardware and software installation and maintenance services, employee and goods transportation services, vehicle and fleet management services, guest house and residence maintenance and upkeep services, stationery procurement, distribution and maintenance services, daily coffee/tea distribution services, manned guarding services, cash and valuables guarding and transportation services, cash management services, employee welfare, communication (fixed mobile and landline) facilities, installation and maintenance services, air conditioning and clean room services, carpet cleaning and floor management and for this purpose running professional training organization in the areas of electrical, plumbing, carpentry, painting, gardening, maintenance works, event management and facility management services, facilitate collection of tolls, fees, cess, rents, from users of various facilities.
To carry on the business of industrial asset management, electrical engineers, electro mechanical engineers, and to provide integrated property management services to all kinds of residential and commercial establishments including landscaping, fire, safety & security auditing, E. H. S audit, vehicle fleet management, engineering services, air- conditioning system cleaning, air and water purification solution, captive power generation plant, DG sets, fire detection & fire fighting systems, telephones and intercoms, data and voice communication, structured cabling, water management, drainage system maintenance, civil services, elevator maintenance, oil & gas plant maintenance services, west management, secretarial services, canteen and pantry services and other operational maintenance, and to establish, maintain, run and operate workshops and engineering units for manufacturing and/ or repairing and refurbishing industrial machineries, equipments, engineering goods and materials, tools and appliances and to design and manufacture and supply the advanced systems, high precision components, spares, components, tools and patterns required for production of high precision cast components & integrated systems, and other related parts for industry, and to establish run industrial laboratories including condition monitoring laboratories to facilitate diagnostic and preventive maintenance, to buy, sell, import, export and deal with all kinds of railway passenger information systems, their accessories spares and components and to sell space and time for advertising in display devices or systems.
To undertake activities for education, training, skill development, to establish, maintain, run and operate workshops and engineering units, to train personnel in industries, companies, offices and business and to set up and run colleges, educational institutions, consultancy courses in management, business process outsourcing, domestic and or cross border/global business practices, corporate governance, leadership skills, special skills based team development programme, career development and orientation programmers and to act as franchisers or franchisees and to act as management consultants, technical, commercial, industrial, advisors, market investigators, sales promoters, industrial engineers, business houses, export houses for finance, technical, production, administration, planning, administrative, marketing, labour, software, hardware and such other area required for the purpose of carrying on business.
To carry on in India and abroad the business to provide all kinds and types of security as services, including but not limited to, security services, monitoring services, surveillance services, protection services, guarding services, manned guarding services, sentinel services, training services, and other similar services, for all movable and immovable properties, assets, goods, chattels, buildings, roads, housing, residential, commercial and industrial complexes, telecom, complexes, telecom towers, base stations, defense establishments, windmills, solar farms and other establishments, airport, naval base, army camps and stations malls, stadiums, theatres, and all other premises; whether with or without manpower or with use of electronic devices and using all kinds of technologies, whether existing or that may be invented in future, including audio, video, data, net, Intellectual Property, satellite, microwave,

robotics, central monitoring stations, video monitoring stations, and other similar monitoring stations or facilities, security protection and management systems, cameras, access cards, remote monitoring, control panel, access control and biometric systems, intrusion detection systems, security gadgets, parking control, badging systems, communication and data systems andother similar systems, equipments and gadgets; or through security personnel at various levels, including guards, supervisors, officers, managers, and providing manpower response through patrol team, beat marshals, battalion or like, whether on hire, outright basis, or otherwise; and to manufacture, make, produce, assemble, customize, process, buy, purchase, sale, transfer, barter, exchange, import, export, hire, licence, use, dispose off, operate, distribute, acquire, market, install, uninstall, connect, disconnect, arm, disarm, maintain, repair, service, condition, recondition and otherwise to deal in any manner, in all kinds and types of security systems, intelligent systems, control panels and systems, whether automated, manual, electronic, microprocessor based, intelligent, robotised, electrical, physical, or otherwise; and all kinds and types of their apparatuses, equipments, control panels, accessories, spares and parts, C.C.T.V.s., speakers, lights, sensors, smart cards or any other type of cards containing digitized, data recording and like, whether for use in industrial, commercial, government, semigovernment, institutional, domestic and household, wholesale, retail, residential, agricultural, defense, media, communication, telecommunication, hydrocarbon, or for any other sectors or otherwise, for the purposes of or relating to providing of safety, security, surveillance, control, monitor, watch, supervise, diligence, e-govemance, alarming, signal, communication, create barriers or other similar purposes; and to provide all the above services using the various combinations of equipments, gadgets, tools, systems and manpower.

To carry on the business of all logistics services and logistics service solutions, freight forwarding, cargo handling, shipping, transport and allied logistics services either by road, rail, air in India and abroad and to setup, develop, acquire, deal-in, manage warehousing, logistics, industrial infrastructures including industrial warehouse(s), industrial park(s), logistic park(s) and such other warehousing, logistic facilities and for that purpose, to enter into transactions to buy, acquire, own, purchase, lease, source, develop, construct, build, alter, convert, improve, design, erect, establish, equip, cut to size, dismantle, pull down, turn to account, furnish, level, decorate, fabricate, install, finish, repair, maintain, search, survey, examine, inspect, locate, modify, operate, protect, promote, provide, participate, file bids, and participate in auctions, reconstruct, grout, dig, excavate, pour, renovate, remodel, rebuild, undertake, contribute, assist, handover or deal in any other form and types of lands, buildings, properties.
Summary of main business of the Demerged Company : The Company provides a host of technology-enabled staffing and managed outsourcing services across processes such as sales & marketing, customer care, after-sales service, back office operations, telecom operations, manufacturing operations, facilities and security management, HR & F&A operations, IT & mobility services, etc.
Details of the capital structure of the Company including authorised, issued, subscribed and paid up share capital ; The authorised, issued, subscribed and paid-up share capital as on September 30, 2024 was as follows:

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Details Amount (Rs.)
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Details	Amount (Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only) each	3,93,85,00,000
Total	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,48,62,56,780

The Demerged Company has been authorised to grant up to 36,50,000 (Thirty-Six Lakhs and Fifty Thousand), restricted stock units to its employees pursuant to the QSOP 2020. Of this, as on March 31,2024, 7,37,507 (Seven lakh Thirty-Seven Thousand Five Hundred and Seven) restricted stock units have been exercised, and the remaining 29,12,493 (Twenty-Nine Lakhs Twelve Thousand Four Hundred and Ninety-Three) restricted stock units are yet to be granted and/ or exercised. The restricted stock units yet to be granted and/ or exercised may get exercised before the Effective Date resulting in an increase in the number of equity shares and issued, subscribed and paid-up share capital of the Demerged Company from time to time. The total number of equity shares that can be issued under the QSOP 2020 upon exercise of such 29,12,493 (TwentyNine Lakhs Twelve Thousand Four Hundred and Ninety-Three) restricted stock units, shall not exceed 29,12,493 (TwentyNine Lakhs Twelve Thousand Four Hundred and Ninety-Three) equity shares, i.e., 1.96% (one point nine six per cent) of the issued, subscribed and paid-up share capital of the Demerged Company as on March 31, 2024. For avoidance of doubt, it is clarified that any variation in the issued, subscribed and paid-up share capital of the Demerged Company, on account of exercise of the aforementioned outstanding restricted stock units granted to the employees pursuant to the QSOP 2020 before the Effective Date will not warrant any change in the Share Entitlement Ratio 1 and/ or Share Entitlement Ratio 2.

The unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the second quarter and half year ended September 30, 2024, is enclosed as Annexure 13 , and are also available on the Company’s website at www.quesscorp.com and are available for inspection at the registered office of the Company.
The details of Promoters and Directors of the Company as on September 30, 2024 along with their addresses are mentioned herein below:

The details of the promoters of the Company are as follows:

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Sr. No Name Category Address
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Sr. No	Name	Category	Address

1	Ajit Isaac	Promoter	242, 3rd Main, 4th Cross, 1st Block Koramangala, Bengaluru, Karnataka 560034
2	Isaac Enterprises LLP	Promoter Group	New No 29, Old No 33, X Block, 5th Street, Chennai 600040
3	Net Resources Investments Private Limited	Promoter Group	New No.29, Old No.33, X block, 5th Street, Annanagar, Chennai, Tamil Nadu 600040
4	Fairbridge Capital (Mauritius) Limited	Promoter	Deutsche Bank AG, DB house, Hazarimal Somani Marg, P.O. Box No. 1142, Fort, Mumbai 400001
5	Hwic Asia Fund Class A Shares	Promoter Group	Deutsche Bank AG, DB house, Hazarimal Somani Marg, P.O. Box No. 1142, Fort, Mumbai 400001
6	Thomas Cook (India) Limited	Promoter Group	11th Floor, Marathon Futurex, NM Joshi Marg, Lower Parel East, Mumbai City, Mumbai, Maharashtra 400013

The details of the directors of the Company are as follows:

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Sr. No Name of Director Designation Address
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Sr. No	Name of Director	Designation	Address

1	Mr. Ajit Isaac	Non-Executive - Non Independent Director-Chairperson	242, 3rd Main, 4th Cross, 1st Block Koramangala, Bengaluru, Karnataka 560034
2	Mr. Guruprasad Srinivasan	Executive Director and Group CEO	145, Gurukrupa Nilaya, 3rd Floor, 4th Main, BEML Layout 5th Stage, Rajarajeshwari Nagar. Bangalore-560098, Karnataka
3	Mr. Chandran Ratnaswami	Non-Executive - Non Independent Director	177, Mckee Avenue, Ontario, Toronto, M2N 4C6
4	Mr. Gopalakrishnan Soundarajan	Non-Executive - Non Independent Director	35, Balmuto St., Suite 2301, Toronto, Canada - M4Y0A3
5	Ms. Revathy Ashok	Non-Executive Independent Director	139/6-2, Domlur Layout, Bangalore-560071
6	Mr. Sanjay Anandaram	Non-Executive Independent Director	Villa 36, Prestige Ozone, Hagadur Main Road, Off Whitefield Main Road, Behind Nexus Value Mall, Bangalore-560066
7	Mr. K R Girish	Non-Executive Independent Director	272, 2nd Main Laughing Waters, Varthur Road, Whitefield, Bengaluru 560066
8	Mr. Gaurav Mathur	Non-Executive Independent Director	801, Sumer Trinity Tower 1, Prabhadevi, Mumbai – 400025

Particulars of Resulting Company 1 (Digitide Solutions Limited) as per Rule 6(3) of the Rules

Digitide Solutions Limited/ Resulting Company 1 is an unlisted public company, limited by shares, and was incorporated on February 10, 2024 under the provisions of the Companies Act, 2013 with Registrar of Companies, Karnataka. The shares of the Resulting Company 1 are held by the Demerged Company and its nominees, making it a wholly owned subsidiary of the Demerged Company. The CIN of Resulting Company 1 is U62099KA2024PLC184626 and PAN: AAKCD6353Q. The registered office is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore, Karnataka, India 560103. The email ID of Resulting Company 1 is: [email protected].

There has been no change in the name, registered office and objects of Resulting Company 1 during the last 5 (five) years.

The main objects of Resulting Company 1 : The main objects of Resulting Company 1 as set out in its Memorandum of Association are, inter alia, as follows:
(a) To engage, directly or indirectly, and to appoint any agents, dealers, consultants or other persons/entities to engage on behalf of the Company, in the business of provision of business process outsourcing services through any mode (whether through individual-to-individual interaction, telecommunication interface or through internet or audio/video broadcast medium), to establish, maintain and provide services via an integrated call center including but not limited to customer/client relationship management services, technical and other support services, sales administration services, marketing, promotion and advertising services, telemarketing, collection services, credit research and verification, creation, maintenance, updating and storage of databases and information of any kind and nature, surveys, market research, web-site navigation support, preparation, printing and dissemination of reports, analyses, notes, statements and any other kind of documents or information, transaction processing services (including but not limited to maintenance and updating of accounting and/or costing and/or management records and books, accounts and records reconciliation, maintain insurance policies in electronic form (e insurance policies) and act as an Insurance Repository, insurance documentation processing, loan/mortgage processing, order processing, accounts receivables management, accounts payable management, processing, preparation and dissemination of payment instruments, record keeping and indexing, bill/invoice processing, data processing), provision of fraud prevention/ management services and corporate data management.
(b) To carry on or undertake to recruit, arrange for training personnel in hardware and software platforms and to second the personnel for all kinds of business houses, offices, companies, firms and to do data preparation, processing, conversions centre for technical and business data, to develop processes and enter into contracts to provide services for e-commerce, online customer care, e-mail support, business process support, IT helpdesk, IT enabled services, Internet Application development, data warehousing, customer service consulting, call centre, technical support, data entry and processing, medical transcription and electronic publishing, insurance data processing and to undertake to any of the following activities relating to Computer Software, namely system study and software feasibility analysis including analysis of existing stems, business analysis, project definition, conceptual design and prototyping and designing, developing and implementing customized software including collection and analyzation of client requirements, design of desired system, development and implementation of the system to the client’s satisfaction and design, setup and administration of data base including understanding client data and procedures, designing of labels using structured methodology like entity relationship diagrams, installation, performance tuning and database administration, Computer Hardware namely assembly of computer hardware components, sale and distribution of computer Hardware, maintenance of computer hardware systems including servicing and any other activity relating to computer hardware and development of internet and internet solutions.
(c) To buy, sell, market, lease or deal in all manner computer hardware, software, peripherals, communication equipment’s, computer accessories, training materials, components, spare parts and other electronic items in India and abroad, including internet and intranet systems, satellites and the like and such other products arising out of technological advancements in these areas.
Summary of main business of Resulting Company 1 : Resulting Company 1 is engaged in the business of business process outsourcing services such as customer/client relationship management services, technical and other support services, sales administration services, marketing, promotion, etc.
Details of the capital structure of Resulting Company 1 including authorised, issued, subscribed and paid up share capital: The authorized, issued, subscribed and paid-up share capital as on September 30, 2024 was as follows:

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Details Amount (Rs.)
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Details	Amount (Rs.)

Authorized Share Capital
1,00,000 (One Lakh) equityshares of Rs. 10/- (Indian Rupees Ten only) each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 (Ten Thousand) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,00,000

The unaudited financial results of Resulting Company 1 for the second quarter and half year ended September 30, 2024, enclosed as Annexure 14A , and is available for inspection at the registered office of Resulting Company 1.

The details of Promoters and Directors of Resulting Company 1 as on September 30, 2024 along with their addresses are mentioned herein below:

The details of the promoters of Resulting Company 1 are as follows:

Sr. No	Name	Category	Address
1	Quess Corp Limited (holding 100% equity along with its nominees)	Promoter	3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru - 560103

As on the date of this Notice, the Demerged Company holds the entire shareholding of Resulting Company 1 along with its 6 (six) nominee shareholder’s holding 1 (one) equity share each. The beneficial interest of such equity shares is held by the Demerged Company. Upon the Scheme becoming effective, the shareholders of Demerged Company will be allotted New Equity Shares 1 of Resulting Company 1 in accordance with Clause 14 of the Scheme, and therefore, all the shareholders of Demerged Company will become shareholders of Resulting Company 1. The Promoter and Promoter Group of Demerged Company shall become the Promoter and Promoter group of Resulting Company 1 in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, the value of existing share capital held by Demerged Company in Resulting Company 1 will be cancelled pursuant to Clause 34 of the Scheme.

The details of the directors of the Resulting Company 1 are as follows:

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Sr. Name of Director Designation Address
No
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Sr. No	Name of Director	Designation	Address

1	Mr. Guruprasad Srinivasan	Non-Executive Director	145, Gurukrupa Nilaya, 3rd Floor, 4th Main, BEML Layout 5th Stage, Rajarajeshwari Nagar. Bangalore-560098, Karnataka
2	Mr. Kamal Pal Hoda	Non-Executive Director	1E 306, Divyasree Elan Homes, Opp. Total Mall, Sarjapur Road, Bangalore, Karnataka-560035
3	Ms. Ruchi Ahluwalia	Non-Executive Director	A-301, Gopalan Habitat Splendour, ITPL Main Road, Next To CMRIT, Kundalahalli, Doddanekkundi, Bangalore, Karnataka-560037

Particulars of the Resulting Company 2 (Bluspring Enterprises Limited) as per Rule 6(3) of the Rules

Bluspring Enterprises Limited/ Resulting Company 2 is an unlisted public company, limited by shares, and was incorporated on February 11, 2024 under the provisions of the Companies Act, 2013 with Registrar of Companies, Karnataka. The shares of Resulting Company 2 are held by the Demerged Company and its nominees, making it a wholly owned subsidiary of the Demerged Company. The CIN of Resulting Company 2 is U81100KA2024PLC184648 and PAN: AAMCB3236E. The Registered Office is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore, Karnataka, India 560103. The email ID of Resulting Company 2 is: [email protected].
There has been no change in the name, registered office and objects of Resulting Company 2 during the last 5 (five) years.
The main objects of Resulting Company 2 : The main objects of Resulting Company 2 as set out in its Memorandum of Association are, inter alia, as follows:
(a) To carry on the business of all types of facility management services such as housekeeping, man power supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping and gardening, water supply, event management services, food preparation, food supply services, kitchen maintenance services, cafeteria and catering services, laundry and linen management services, pest control services, staffing services, mail management and distribution services, waste management services, document management and retrieval services and maintenance services, employee and goods transportation services, vehicle and fleet management services, guest house and residence maintenance and upkeep services, stationery procurement, distribution and maintenance services, daily coffee/ tea distribution services, manned guarding services, cash and valuables guarding and transportation services, cash management services, employee welfare, communication (fixed mobile and landline) facilities, installation and maintenance services, air conditioning and clean room services, carpet cleaning and floor management and for this purpose running professional training organization in the areas of electrical, plumbing, carpentry, painting, gardening, maintenance works, event management and facility management services, facilitate collection of tolls, fees, cess, rents, from users of various facilities.

(b) To carry on the business of Industrial and/or Operating Asset Management, electrical engineers, electro mechanical engineers, and to provide Integrated Property Management Services to all kinds of Residential and commercial establishments including Landscaping, Fire, Safety & Security Auditing, E. H. S Audit, Vehicle fleet management, Engineering services, Air- conditioning System cleaning, Air & water purification solution, Captive Power Generation plant, DG sets, Fire detection & fire-fighting systems, Telephones and Intercoms, Data and voice communication, Structured cabling, Water management, Drainage system maintenance, Civil Services, Elevator maintenance, oil & gas plant maintenance services, West management, Secretarial Services, Canteen & Pantry Services and other operational maintenance including contract manufacturing and deal with all kinds of Railway Passenger information Systems, their accessories spares and components and to sell space and time for advertising in display devices or systems.
(c) To carry on in India and abroad the business to provide all kinds and types of security as services, including but not limited to, security services, monitoring services, surveillance services, protection services, guarding services, manned guarding services, sentinel services, training services, and other similar services, for all movable and immovable properties, all establishments, airport, naval base, army camps and stations malls, stadiums, theatres, and all other premises whether with or without manpower or with use of electronic devices and using all kinds of technologies.
(d) To act as management consultants, technical, Commercial, Industrial, Advisors, Market Investigators, Sales Promoters, Industrial Engineers, business houses, export houses for finance, technical, production, administration, planning, administrative, marketing, labour, software, hardware and such other area required for the purpose of carrying on business.
Summary of main business of Resulting Company 2 : Resulting Company 2 is engaged in providing facility management services such as housekeeping, manpower supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping etc.
Details of the capital structure of Resulting Company 2 including authorised, issued, subscribed and paid up share capital : The authorised, issued, subscribed and paid-up share capital as on September 30, 2024 was as follows:

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Details Amount (Rs.)
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Details	Amount (Rs.)

Authorised Share Capital
1,00,000 (One Lakh) equityshares of Rs. 10/- (Indian Rupees Ten only) each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 (Ten Thousand) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,00,000

The unaudited financial results of Resulting Company 2 for the second quarter and half year ended September 30, 2024, enclosed as Annexure 14B , and is available for inspection at the registered office of Resulting Company 2.
The details of Promoters and Directors of Resulting Company 2 as on September 30, 2024 along with their addresses are mentioned herein below:

The details of the promoters of Resulting Company 2 are as follows:

Sr. No	Name	Category	Address
1	Quess Corp Limited (holding 100% equityalongwith its nominees)	Promoter	3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru - 560103

As on the date of this Notice, the Demerged Company holds the entire shareholding of Resulting Company 2 along with its 6 (six) nominee shareholder’s holding 1 (one) equity share each. The beneficial interest of such equity shares is held by the Demerged Company. Upon the Scheme becoming effective, the shareholders of Demerged Company will be allotted New Equity Shares 2 of Resulting Company 2 in accordance with Clause 25 of the Scheme, and therefore, all the shareholders of Demerged Company will become shareholders of Resulting Company 2. The Promoter and Promoter Group of Demerged Company shall become the Promoter and Promoter group of Resulting Company 2 in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, the value of existing share capital held by Demerged Company in Resulting Company 2 will be cancelled pursuant to Clause 34 of the Scheme.

The details of the directors of Resulting Company 2 are as follows:

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Sr. No Name of Director Designation Address
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Sr. No	Name of Director	Designation	Address

1	Mr. Guruprasad Srinivasan	Non-Executive Director	145, Gurukrupa Nilaya, 3rd Floor, 4th Main, BEML Layout 5th Stage, Rajarajeshwari Nagar. Bangalore-560098, Karnataka
2	Mr. Kamal Pal Hoda	Non-Executive Director	1E 306, Divyasree Elan Homes, Opp. Total Mall, Sarjapur Road, Bangalore, Karnataka-560035
3	Ms. Ruchi Ahluwalia	Non-Executive Director	A-301, Gopalan Habitat Splendour, ITPL Main Road, Next To CMRIT, Kundalahalli, Doddanekkundi, Bangalore, Karnataka-560037

V. Salient features of the Scheme, including Effective Date, Appointed Date, Record Date and Consideration

The salient features of the Scheme are, inter-alia, are extracted below. The capitalized terms used herein shall have the same meaning as ascribed to them in the Scheme:

“The Scheme provides inter alia for:

(i) the demerger of Demerged Undertaking 1 to Resulting Company 1;
(ii) the consequent issuance of the New Equity Shares 1 by Resulting Company 1 to the equity shareholders of the Demerged Company;
(iii) the demerger of Demerged Undertaking 2 to Resulting Company 2;
(iv) the consequent issuance of the New Equity Shares 2 by Resulting Company 2 to the equity shareholders of the Demerged Company; and
(v) matters consequential or connected therewith;

pursuant to Sections 230 to 232 of the Act and other applicable provisions thereof read with Section 2(19AA) of the Incometax Act, 1961, and the SEBI Scheme Circular.

1. Definitions

1.1 In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:

“ Appointed Date ” means the opening of business hours on April 01, 2024 or such other date as approved by the NCLT.

“ Demerged Undertaking 1 ” means all the businesses, undertakings, activities, operations and properties of the Demerged Company, of whatsoever nature and kind and wheresoever situated, in each case, forming part of or necessary or advisable for the conduct of, or the activities or operations, pertaining to Transferred Business 1, as a going concern without any break or interruptions in the operations thereof, including but not limited to, the following:

(i) all immovable properties and rights thereto i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including roads, drains and culverts, bunk houses, civil works, foundations for civil works, buildings, warehouses, offices, etc., which form part of Transferred Business 1 (including freehold and lease hold properties) whether or not recorded in the books of accounts of the Demerged Company and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of rental agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;
(ii) all assets as are movable or immovable in nature forming part of Transferred Business 1, whether present or future or contingent, tangible or intangible, in possession or not, corporeal or incorporeal, in each case, wherever situated (including plant and machinery, capital work in progress, furniture, fixtures, fixed assets, computers, air conditioners, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventories, stock in trade, stores and spares, packing material, raw material, tools and plants), actionable claims, earnest monies, security deposits paid or deemed to have been paid and sundry debtors, prepaid expenses, bills of exchange, promissory notes, financial assets, shares, securities and/ or investments in entities/ branches undertaken by Transferred Business 1, outstanding loans and advances, recoverable in cash or in kind or for value to be received, receivables,

funds, cash and bank balances and deposits including accrued interest thereto with government, semi-government, local and other authorities and bodies, banks, customers and other Persons, dividends declared or interest accrued thereon, reserves, provisions, funds, benefits of all agreements, bonds, debentures, debenture stock, units or pass through certificates, the benefits of any bank guarantees, performance guarantees and Tax related assets/credits, which relate to Transferred Business 1, including but not limited to GST input credits, service tax input credits, central value added tax credits, value added/ sales tax/ entry tax credits or set-offs, advance tax, credit of withholding tax/ TDS, Taxes collected at source, Taxes withheld/ paid in a foreign country, self-assessment tax, regular tax, dividend distribution tax, securities transaction tax, deferred tax assets/ liabilities, Tax refunds, rights of any claim not made by the Demerged Company in respect of any refund of Tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Demerged Company and any interest thereon, with regard to any law, act or rule or scheme made by the Appropriate Authority;

(iii) goods, equipments, and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 1 including all of the aforementioned items as recorded in the fixed assets register of the Demerged Company in relation to Transferred Business 1;
(iv) all goodwill of the Demerged Company in relation to Transferred Business 1;
(v) all inventories, stock-in-trade or stock – in-transit and merchandise including raw materials, supplies, finished goods, wrapping supply and packaging items of Transferred Business 1 along with the marketing and distribution channels of Transferred Business 1;
(vi) investments, cash and bank balances, financial assets, insurances, provisions, funds, equipments, book debts and debtors and any related capitalized items and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 1;
(vii) all Permits, quotas, rights, entitlements, licenses, permissions, right of way, approvals, authorisations, clearances, consents, benefits, registrations, pre-qualifications, eligibility criteria, credits, certificates, awards, sanctions, allotments, no objection certificates, exemptions, pre-qualifications, bid acceptances, concessions, subsidies, Tax deferrals, incentives and exemptions and other benefits (in each case including the benefit of any applications made for the same), income tax benefits and exemptions (including the certificates obtained under Section 197(1) of the IT Act) including the right to deduction for the residual period, i.e., for the period remaining as on the Appointed Date out of the total period for which the deduction is available in law, if any, liberties and advantages, approval for commissioning of project and other benefits, lease rights, licenses or clearances granted/ issued/ given by any governmental, statutory or regulatory or local or administrative bodies, organizations or companies for the purpose of carrying on Transferred Business 1 or in connection therewith including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that form part of Transferred Business 1;
(viii) all earnest moneys and/or security deposits and/or advances paid by the Demerged Company in relation to Transferred Business 1 and benefit of any deposits;
(ix) all Contracts, agreements, purchase orders, service orders, operation and maintenance contracts, memoranda of understanding, undertakings, memoranda of agreed points, bids, tenders, tariff policies, expressions of interest, letters of intent, hire and purchase arrangements, equipment purchase agreements, lease/ license agreements, tenancy rights, agreements/ panchnamas for right of way, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/ service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether vested or potential and written, oral or otherwise and all rights, title, interests, assurances, claims and benefits thereunder forming part of Transferred Business 1;
(x) all insurance policies pertaining to Transferred Business 1;
(xi) all Intellectual Property rights, applications (including hardware, software, licenses, source codes, para meterisation and scripts), registrations, goodwill, trade names, service marks, copyrights, patents, project designs, marketing authorization, approvals, marketing intangibles, Permits, permissions, incentives, privileges, special status, domain names, designs, trade secrets, research, quotations, sales and marketing materials, manuals, credit and pricing information and studies, technical knowhow, confidential information, other information on the customer base, customer relationship, customer behaviour, and other benefits (in each case including the benefit of any applications made for the same) and all such rights of whatsoever description and nature that form part of Transferred Business 1;

(xii) all rights to use and avail telephones, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, Contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company forming part of Transferred Business 1 and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company and forming part of Transferred Business 1;
(xiii) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/ supplier pricing information, and all other books and records, whether in physical or electronic form that form part of Transferred Business 1;

(xiv) the Transferred Liabilities 1;

(xv) the employees of Transferred Business 1 including their liabilities with respect to restricted stock options in terms of the QSOP 2020, payment of gratuity, superannuation, pension benefits and provident fund or other compensation or benefits, if any, whether in the event of resignation, death, retirement, retrenchment or otherwise, as on the Effective Date;
(xvi) all legal or other proceedings of whatsoever nature that form part of Transferred Business 1, which are capable of being continued by or against Resulting Company 1 under Applicable Law; and
(xvii) any assets, liabilities, agreements, undertakings, activities, operations or properties that are determined by the Boards of the Demerged Company and Resulting Company 1 as relating to or forming part of Transferred Business 1 or, which are necessary for conduct of, or the activities or operations of Transferred Business 1.

It is hereby clarified that if any question arises as to whether any particular asset (tangible or intangible), property (movable or immovable), liability and/ or employee pertains to Demerged Undertaking 1 or whether or not it arises out of or connected to the activities or operations of Demerged Undertaking 1, the same shall be decided mutually by the Boards of the Demerged Company and Resulting Company 1 and such mutual decision shall be conclusive and binding on the Demerged Company and Resulting Company 1.

“ Demerged Undertaking 2 ” means all the businesses, undertakings, activities, operations and properties of the Demerged Company, of whatsoever nature and kind and wheresoever situated, in each case, forming part of or necessary or advisable for the conduct of, or the activities or operations, pertaining to Transferred Business 2, as a going concern without any break or interruptions in the operations thereof, including but not limited to, the following:

(i) all immovable properties and rights thereto i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including roads, drains and culverts, bunk houses, civil works, foundations for civil works, buildings, warehouses, offices, etc., which form part of Transferred Business 2 (including freehold and lease hold properties) whether or not recorded in the books of accounts of the Demerged Company and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of rental agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;
(ii) all assets as are movable or immovable in nature forming part of Transferred Business 2, whether present or future or contingent, tangible or intangible, in possession or not, corporeal or incorporeal, in each case, wherever situated (including plant and machinery, capital work in progress, furniture, fixtures, fixed assets, computers, air conditioners, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventories, stock in trade, stores and spares, packing material, raw material, tools and plants), actionable claims, earnest monies, security deposits paid or deemed to have been paid and sundry debtors, prepaid expenses, bills of exchange, promissory notes, financial assets, shares, securities and/ or investments in entities/ branches undertaken by Transferred Business 2, outstanding loans and advances, recoverable in cash or in kind or for value to be received, receivables, funds, cash and bank balances and deposits including accrued interest thereto with government, semi-government, local and other authorities and bodies, banks, customers and other Persons, dividends declared or interest accrued thereon, reserves, provisions, funds, benefits of all agreements, bonds, debentures, debenture stock, units or pass through certificates, the benefits

of any bank guarantees, performance guarantees and Tax related assets/credits, which relate to Transferred Business 2, including but not limited to GST input credits, service tax input credits, central value added tax credits, value added/ sales tax/ entry tax credits or set-offs, advance tax, credit of withholding tax/ TDS, Taxes collected at source, Taxes withheld/ paid in a foreign country, self-assessment tax, regular tax, dividend distribution tax, securities transaction tax, deferred tax assets/ liabilities, Tax refunds, rights of any claim not made by the Demerged Company in respect of any refund of Tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Demerged Company and any interest thereon, with regard to any law, act or rule or scheme made by the Appropriate Authority;

(iii) goods, equipments, and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 2 including all of the aforementioned items as recorded in the fixed assets register of the Demerged Company in relation to Transferred Business 2;
(iv) all goodwill of the Demerged Company in relation to Transferred Business 2;
(v) all inventories, stock-in-trade or stock – in-transit and merchandise including raw materials, supplies, finished goods, wrapping supply and packaging items of Transferred Business 2 along with the marketing and distribution channels of Transferred Business 2;
(vi) investments, cash and bank balances, financial assets, insurances, provisions, funds, equipments, book debts and debtors and any related capitalized items and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 2;

(vii) all Permits, quotas, rights, entitlements, licenses, permissions, right of way, approvals, authorisations, clearances, consents, benefits, registrations, pre-qualifications, eligibility criteria, credits, certificates, awards, sanctions, allotments, no objection certificates, exemptions, pre-qualifications, bid acceptances, concessions, subsidies, Tax deferrals, incentives and exemptions and other benefits (in each case including the benefit of any applications made for the same), income tax benefits and exemptions (including the certificates obtained under Section 197(1) of the IT Act) including the right to deduction for the residual period, i.e., for the period remaining as on the Appointed Date out of the total period for which the deduction is available in law, if any, liberties and advantages, approval for commissioning of project and other benefits, lease rights, licenses or clearances granted/ issued/ given by any governmental, statutory or regulatory or local or administrative bodies, organizations or companies for the purpose of carrying on Transferred Business 2 or in connection therewith including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that form part of Transferred Business 2;

(viii) all earnest moneys and/or security deposits and/or advances paid by the Demerged Company in relation to Transferred Business 2 and benefit of any deposits;

(ix) all Contracts, agreements, purchase orders, service orders, operation and maintenance contracts, memoranda of understanding, undertakings, memoranda of agreed points, bids, tenders, tariff policies, expressions of interest, letters of intent, hire and purchase arrangements, equipment purchase agreements, lease/ license agreements, tenancy rights, agreements/ panchnamas for right of way, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/ service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether vested or potential and written, oral or otherwise and all rights, title, interests, assurances, claims and benefits thereunder forming part of Transferred Business 2;

(x) all insurance policies pertaining to Transferred Business 2;
(xi) all Intellectual Property rights, applications (including hardware, software, licenses, source codes, para meterisation and scripts), registrations, goodwill, trade names, service marks, copyrights, patents, project designs, marketing authorization, approvals, marketing intangibles, Permits, permissions, incentives, privileges, special status, domain names, designs, trade secrets, research, quotations, sales and marketing materials, manuals, credit and pricing information and studies, technical knowhow, confidential information, other information on the customer base, customer relationship, customer behaviour, and other benefits (in each case including the benefit of any applications made for the same) and all such rights of whatsoever description and nature that form part of Transferred Business 2;
(xii) all rights to use and avail telephones, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other

interests held in trusts, registrations, Contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company forming part of Transferred Business 2 and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company and forming part of Transferred Business 2;

(xiii) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/ supplier pricing information, and all other books and records, whether in physical or electronic form that form part of Transferred Business 2;

(xiv) the Transferred Liabilities 2;
(xv) the employees of Transferred Business 2 including their liabilities with respect to restricted stock options in terms of the QSOP 2020, payment of gratuity, superannuation, pension benefits and provident fund or other compensation or benefits, if any, whether in the event of resignation, death, retirement, retrenchment or otherwise, as on the Effective Date;
(xvi) all legal or other proceedings of whatsoever nature that form part of Transferred Business 2, which are capable of being continued by or against Resulting Company 2 under Applicable Law; and
(xvii) any assets, liabilities, agreements, undertakings, activities, operations or properties that are determined by the Boards of the Demerged Company and Resulting Company 2 as relating to or forming part of Transferred Business 2 or, which are necessary for conduct of, or the activities or operations of Transferred Business 2.

It is hereby clarified that if any question arises as to whether any particular asset (tangible or intangible), property (movable or immovable), liability and/ or employee pertains to Demerged Undertaking 2 or whether or not it arises out of or connected to the activities or operations of Demerged Undertaking 2, the same shall be decided mutually by the Boards of the Demerged Company and Resulting Company 2 and such mutual decision shall be conclusive and binding on the Demerged Company and Resulting Company 2.

“ Effective Date ” means the date on which the last of the conditions and matters referred to in Clause 39 occur or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme. References in this Scheme to the “date of coming into effect of this Scheme” or “upon the Scheme becoming effective” or “effectiveness of the scheme” shall mean the effective date.

“ Record Date ” shall be the date to be fixed by the Board of the Demerged Company, for the purpose of determining the equity shareholders of the Demerged Company who are entitled to be issued New Equity Shares 1 and New Equity Shares 2, pursuant to this Scheme.

“ Remaining Business ” means the business undertaking of the Demerged Company that provides:

(i) human resources services (including recruitment and staffing, core skills training and development);
(ii) IT and staff augmentation services (including IT staffing solutions and workforce management tools);
(iii) digital hiring services for blue and grey collar workforce, mobile-first vernacular workforce management and productivity platform, and benefits and engagement platform for blue and grey collar workforce;
(iv) sale services (including in-store execution, feet on street execution and outbound and inbound logistics); and
(v) marketing services (including market activation, visual merchandising, product promotion, and field campaigns).

“ Remaining Undertaking ” means all the businesses, undertakings, activities, operations and properties of the Demerged Company, of whatsoever nature and kind and wheresoever situated, other than those comprised in the Demerged Undertaking 1 and Demerged Undertaking 2 and including, for the avoidance of doubt, all the businesses, undertakings, activities, operations and properties of the Demerged Company relating to the Remaining Business, including all Intellectual Property relating to or containing the ‘Quess’ mark including but not limited to in the form of wordmark, logo, corporate name.

“ Transferred Business 1 ” means the business undertaking of the Demerged Company that provides:
(i) platform business services (including payroll processing and HRO, and InsurTech insurance processing platform);
(ii) customer lifecycle management services (including omnichannel CRM, CRM digitisation, and tele-sales support);
(iii) non-voice business process outsourcing services (including collections and finance and accounting outsourcing); and
(iv) information technology services (including automation and RPA, cyber security, IT infra management and information technology).
“ Transferred Business 2 ” means the business undertaking of the Demerged Company that provides:
(i) services for integrated facilities management, food, landscaping and integrated security solutions;
(ii) services for maintenance of client assets (including asset management, industrial O&M, IoT-based solutions, telecom network design, implementation and optimisation, and meter reading and billing); and
(iii) services for recruiters/ corporates (including database assess, job posting, employer branding, assisted search, virtual career fairs) and services for job seekers (including advanced job search, resume, custom job recommendation, virtual career fairs and assessments).

“ Transferred Liabilities 1 ” includes:

(i) the Liabilities which relate to or arise out of the activities or operations of Demerged Undertaking 1;
(ii) the specific loans or borrowings raised, incurred and utilized solely for the activities or operations of Demerged Undertaking 1;
(iii) liabilities pertaining to the Demerged Undertaking 1 together with the security interest in respect of such liabilities;
(iv) in cases other than those referred to in Clauses (i), (ii) or (iii) of this definition, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the net current assets transferred to Resulting Company 1 pursuant to this Scheme bear to the total value of the net current assets of the Demerged Company immediately prior to the Appointed Date.

“ Transferred Liabilities 2 ” includes:

(i) the Liabilities which relate to or arise out of the activities or operations of Demerged Undertaking 2;
(ii) the specific loans or borrowings raised, incurred and utilized solely for the activities or operations of Demerged Undertaking 2;
(iii) liabilities pertaining to the Demerged Undertaking 2 together with the security interest in respect of such liabilities;
(iv) in cases other than those referred to in Clauses (i), (ii) or (iii) of this definition, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the net current assets transferred to Resulting Company 2 pursuant to this Scheme bear to the total value of the net current assets of the Demerged Company immediately prior to the Appointed Date.

14. CONSIDERATION FOR THE DEMERGER OF DEMERGED UNDERTAKING 1

14.1 Upon the effectiveness of this Scheme and in consideration of the transfer and vesting of Demerged Undertaking 1 into Resulting Company 1 pursuant to provisions of this Scheme, Resulting Company 1 shall, without any further act or deed, issue and allot equity shares to the equity shareholders of the Demerged Company, whose names are recorded in the register of members and records of the depository as members of the Demerged Company, on the Record Date, in the following ratio:

“For every 1 (one) equity share of face and paid-up value of Rs 10/- (Indian Rupees Ten only) each held in the Demerged Company, 1 (one) equity share of face and paid-up value of Rs. 10/- (Indian Rupees Ten only) each of Resulting Company 1 to be issued to the equity shareholders of the Demerged Company.” (“ Share Entitlement Ratio 1 ”)

14.2 The equity shares referred to in Clause 14.1 are hereinafter referred to as “New Equity Shares 1”.

14.3 No New Equity Shares 1 shall be allotted in respect of fractional entitlements by Resulting Company 1 to which the equity shareholders of the Demerged Company may be entitled on allotment pursuant to this Scheme. If any equity shareholder of the Demerged Company is entitled to fractional entitlements on account of the Share Entitlement Ratio 1 as applicable to him/ her/ it, subject to receipt of appropriate approvals, if any, Resulting Company 1 shall consolidate such fractional entitlements and thereupon allot the New Equity Shares 1 in lieu thereof to a trust to be constituted by Resulting Company 1 in this regard, who shall hold the New Equity Shares 1 in trust on behalf of the equity shareholders of the Demerged Company entitled to fractional entitlements with the express understanding that the trust shall sell the New Equity Shares 1 so allotted on the Stock Exchanges at such time or times and at such price or prices and to such Person, as the trust deems fit (which sale shall be undertaken within 90 (ninety) days from the date of allotment of such New Equity Shares 1 to the trust), and shall distribute the net sale proceeds, subject to Tax deductions and other expenses as applicable, to the equity shareholders of the Demerged Company in proportion to their respective fractional entitlements. In case the number of such New Equity Shares 1 to be allotted to the trust by virtue of consolidation of fractional entitlements is a fraction, it shall be rounded off to the next higher integer.
14.4 The New Equity Shares 1 to be issued and allotted as provided in Clause 14.1 shall be subject to the memorandum and articles of association of Resulting Company 1 and shall rank pari passu in all respects with the then existing equity shares of Resulting Company 1 after the Record Date including with respect to dividend, bonus entitlement, rights shares entitlement, voting rights and other corporate benefits.
14.5 The New Equity Shares 1 to be issued pursuant to Clause 14.1 shall be issued in dematerialized form by Resulting Company 1, provided that the equity shareholders of Resulting Company 1 shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. Any equity shareholder who holds shares of the Demerged Company in physical form shall also receive the New Equity Shares 1 in dematerialized form provided that the details of their account with the depository participant are intimated in writing to the Demerged Company and/or its registrar at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. The Resulting Company 1 shall deal with physical shares in such manner as it deems fit and in the best interest of the eligible shareholder.
14.6 In the event any eligible shareholder fails to submit the relevant details within the timelines prescribed in Clause 14.5, the New Equity Shares 1 shall be issued in dematerialized form to a trustee nominated by the Board (“Trustee 1”) of the Resulting Company 1 who shall hold these New Equity Shares 1 in trust for the benefit of such eligible shareholder. Provided however, if the eligible shareholder fails to share the relevant details within the timelines as prescribed under SEBI master circular number SEBI/HO/ MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 on “Master Circular for Registrars to an Issue and Share Transfer Agents”, as amended from time to time, the New Equity Shares 1 shall stand transferred by Trustee 1 to the suspense escrow demat account, opened and maintained by Resulting Company 1 in this regard, and will be remitted to such eligible shareholders when the details of such shareholder’s demat account are intimated in writing to Resulting Company 1.
14.7 Any unclaimed New Equity Shares 1, along with the dividend accrued on such unclaimed New Equity Shares 1 (if any) shall be treated as ‘unclaimed shares’ and ‘unclaimed dividend’ for the purposes of the Act, including for the purposes of Section 124 and Section 125 of the Act, and shall be treated in the manner prescribed under the Act for ‘unclaimed shares’ and ‘unclaimed dividend’.
14.8 The New Equity Shares 1 issued and /or allotted pursuant to Clause 14.1, in respect of such of the equity shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act shall, pending settlement of dispute by order of court or otherwise, be also held in abeyance by Resulting Company 1.
14.9 The New Equity Shares 1 issued pursuant to Clause 14.1, which Resulting Company 1 are unable to allot due to Applicable Laws (including, without limitation, the failure to receive approvals of an Appropriate Authority as required under Applicable Law) or any regulations or otherwise shall, pending allotment, be held in abeyance by Resulting Company 1 and shall be dealt with in the manner as may be permissible under the Applicable Law and deemed fit by the Board of Resulting Company 1. If the above cannot be effected for any reason, Resulting Company 1 shall ensure that this does not delay implementation of the Scheme and shall take all such appropriate actions as may be necessary under Applicable Laws. Resulting Company 1 and/ or the depository shall enter into such further documents and take such further actions as may be necessary or appropriate in this regard and to enable actions contemplated therein.
14.10 In the event of there being any pending share transfers, whether lodged or outstanding, of any equity shareholders of the Demerged Company, the Board of the Demerged Company shall be empowered, prior to or even subsequent to the Record Date, to effectuate such transfers in the Demerged Company as if such changes in registered holders were operative as on the Record Date. In order to remove any difficulties arising to the transferors of the shares in relation to the shares issued by Resulting Company 1 after this Scheme comes into effect. The Board of the Demerged Company shall be empowered to remove such difficulties that may

arise in the course of implementation of this Scheme and registration of new shareholders in Resulting Company 1 on account of difficulties faced in the transition period.

14.11 The issue and allotment of the New Equity Shares 1 in terms of this Scheme shall be deemed to have been carried out as if the procedure laid down under Section 62, Section 42 and any other applicable provisions of the Act or the allied rules have been complied with.
14.12 Post effectiveness of the Scheme, Resulting Company 1 shall apply for and procure the listing of its New Equity Shares 1 on the Stock Exchanges in terms of and in compliance with the SEBI Scheme Circular. The New Equity Shares 1 allotted by Resulting Company 1 pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.
14.13 There shall be no change in the shareholding pattern of Resulting Company 1 between the Record Date and the listing which may affect the basis on which approval is received from the Stock Exchanges.
14.14 The New Equity Shares 1 to be issued in lieu of the shares of the Demerged Company held in the unclaimed suspense account, if any, shall be issued to a new unclaimed suspense account created for equity shareholders of Resulting Company 1.
14.15 Where any securities are to be allotted to the heirs, executors, administrators, legal representatives or other successors in title, as the case may be, of any security holders, the concerned heirs, executors, administrators, legal representatives or other successors in title shall be obliged to produce evidence of title, satisfactory to the Board of Resulting Company 1 as a condition to such allotment.

25. CONSIDERATION FOR THE DEMERGER OF DEMERGED UNDERTAKING 2

25.1 Upon the effectiveness of this Scheme and in consideration of the transfer and vesting of Demerged Undertaking 2 into Resulting Company 2 pursuant to provisions of this Scheme, Resulting Company 2 shall, without any further act or deed, issue and allot equity shares to the equity shareholders of the Demerged Company, whose names are recorded in the register of members and records of the depository as members of the Demerged Company, on the Record Date, in the following ratio:

“For every 1 (one) equity share of face and paid-up value of Rs 10/- (Indian Rupees Ten only) each held in the Demerged Company, 1 (one) equity share of face and paid-up value of Rs. 10/- (Indian Rupees Ten only) each of Resulting Company 2 to be issued to the equity shareholders of the Demerged Company.” (“ Share Entitlement Ratio 2 ”)

25.2 The equity shares referred to in Clause 25.1 are hereinafter referred to as “ New Equity Shares 2 ”.
25.3 No New Equity Shares 2 shall be allotted in respect of fractional entitlements by Resulting Company 2 to which the equity shareholders of the Demerged Company may be entitled on allotment pursuant to this Scheme. If any equity shareholder of the Demerged Company is entitled to fractional entitlements on account of the Share Entitlement Ratio 2 as applicable to him/ her/ it, subject to receipt of appropriate approvals, if any, Resulting Company 2 shall consolidate such fractional entitlements and thereupon allot the New Equity Shares 2 in lieu thereof to a trust to be constituted by Resulting Company 2 in this regard, who shall hold the New Equity Shares 2 in trust on behalf of the equity shareholders of the Demerged Company entitled to fractional entitlements with the express understanding that the trust shall sell the New Equity Shares 2 so allotted on the Stock Exchanges at such time or times and at such price or prices and to such Person, as the trust deems fit (which sale shall be undertaken within 90 (ninety) days from the date of allotment of such New Equity Shares 2 to the trust), and shall distribute the net sale proceeds, subject to Tax deductions and other expenses as applicable, to the equity shareholders of the Demerged Company in proportion to their respective fractional entitlements. In case the number of such New Equity Shares 2 to be allotted to the trust by virtue of consolidation of fractional entitlements is a fraction, it shall be rounded off to the next higher integer.
25.4 The New Equity Shares 2 to be issued and allotted as provided in Clause 25.1 shall be subject to the memorandum and articles of association of Resulting Company 2 and shall rank pari passu in all respects with the then existing equity shares of Resulting Company 2 after the Record Date including with respect to dividend, bonus entitlement, rights shares entitlement, voting rights and other corporate benefits.
25.5 The New Equity Shares 2 to be issued pursuant to Clause 25.1 shall be issued in dematerialized form by Resulting Company 2, provided that the equity shareholders of Resulting Company 2 shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. Any equity shareholder who holds shares of the Demerged Company in physical form shall also receive the New Equity Shares 2 in dematerialized form provided that the details of their account with the depository participant are intimated in writing to the Demerged Company and/or its registrar at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. The Resulting Company 2 shall deal with physical shares in such manner as it deems fit and in the best interest of the eligible shareholder.

25.6 In the event any eligible shareholder fails to submit the relevant details within the timelines prescribed in Clause 25.5, the New Equity Shares 2 shall be issued in dematerialized form to a trustee nominated by the Board (“Trustee 2”) of the Resulting Company 2 who shall hold these New Equity Shares 2 in trust for the benefit of such eligible shareholder. Provided however, if the eligible shareholder fails to share the relevant details within the timelines as prescribed under SEBI master circular number SEBI/HO/ MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 on “Master Circular for Registrars to an Issue and Share Transfer Agents”, as amended from time to time, the New Equity Shares 2 shall stand transferred by Trustee 2 to the suspense escrow demat account, opened and maintained by Resulting Company 2 in this regard, and will be remitted to such eligible shareholders when the details of such shareholder’s demat account are intimated in writing to Resulting Company 2.
25.7 Any unclaimed New Equity Shares 2, along with the dividend accrued on such unclaimed New Equity Shares 2 (if any) shall be treated as ‘unclaimed shares’ and ‘unclaimed dividend’ for the purposes of the Act, including for the purposes of Section 124 and Section 125 of the Act, and shall be treated in the manner prescribed under the Act for ‘unclaimed shares’ and ‘unclaimed dividend’.
25.8 The New Equity Shares 2 issued and /or allotted pursuant to Clause 25.1, in respect of such of the equity shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act shall, pending settlement of dispute by order of court or otherwise, be also held in abeyance by Resulting Company 2.
25.9 The New Equity Shares 2 issued pursuant to Clause 25.1, which Resulting Company 2 are unable to allot due to Applicable Laws (including, without limitation, the failure to receive approvals of an Appropriate Authority as required under Applicable Law) or any regulations or otherwise shall, pending allotment, be held in abeyance by Resulting Company 2 and shall be dealt with in the manner as may be permissible under the Applicable Law and deemed fit by the Board of Resulting Company 2. If the above cannot be effected for any reason, Resulting Company 2 shall ensure that this does not delay implementation of the Scheme and shall take all such appropriate actions as may be necessary under Applicable Laws. Resulting Company 2 and/ or the depository shall enter into such further documents and take such further actions as may be necessary or appropriate in this regard and to enable actions contemplated therein.
25.10 In the event of there being any pending share transfers, whether lodged or outstanding, of any equity shareholders of the Demerged Company, the Board of the Demerged Company shall be empowered, prior to or even subsequent to the Record Date, to effectuate such transfers in the Demerged Company as if such changes in registered holders were operative as on the Record Date. In order to remove any difficulties arising to the transferors of the shares in relation to the shares issued by Resulting Company 2 after this Scheme comes into effect. The Board of the Demerged Company shall be empowered to remove such difficulties that may arise in the course of implementation of this Scheme and registration of new shareholders in Resulting Company 2 on account of difficulties faced in the transition period.
25.11 The issue and allotment of the New Equity Shares 2 in terms of this Scheme shall be deemed to have been carried out as if the procedure laid down under Section 62, Section 42 and any other applicable provisions of the Act or the allied rules have been complied with.
25.12 Post effectiveness of the Scheme, Resulting Company 2 shall apply for and procure the listing of its New Equity Shares 2 on the Stock Exchanges, in terms of and in compliance with the SEBI Scheme Circular. The New Equity Shares 2 allotted by Resulting Company 2 pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.
25.13 There shall be no change in the shareholding pattern of Resulting Company 2 between the Record Date and the listing which may affect the basis on which approval is received from the Stock Exchanges.
25.14 The New Equity Shares 2 to be issued in lieu of the shares of the Demerged Company held in the unclaimed suspense account, if any, shall be issued to a new unclaimed suspense account created for equity shareholders of Resulting Company 2.
25.15 Where any securities are to be allotted to the heirs, executors, administrators, legal representatives or other successors in title, as the case may be, of any security holders, the concerned heirs, executors, administrators, legal representatives or other successors in title shall be obliged to produce evidence of title, satisfactory to the Board of Resulting Company 2 as a condition to such allotment.

34. CANCELLATION OF EXISTING SHARES OF THE RESULTING COMPANIES AND REDUCTION OF SHARE CAPITAL OF THE RESULTING COMPANIES

34.1 Immediately upon the issue and allotment of New Equity Shares 1 by Resulting Company 1 and New Equity Shares 2 by Resulting Company 2 to the equity shareholders of the Demerged Company in accordance with Clause 14 and Clause 25 of this Scheme, and pursuant to provisions of Section 230-232 of the Act, the existing shareholding of the Demerged Company and its nominees in the Resulting Companies, as applicable, will stand cancelled, extinguished and annulled which shall be regarded as reduction of share

capital of the respective Resulting Companies, without any further act, instrument or deed. The consequent reduction of share capital of the Resulting Companies shall be an integral part of this Scheme and the Companies shall not be required to follow the process under Section 66 of the Act or any other provisions of Applicable Law separately. It is clarified that such cancellation is in consideration of the Demerged Undertaking 1 and Demerged Undertaking 2 being transferred to Resulting Company 1 and Resulting Company 2 respectively pursuant to the Scheme, and no new shares shall be issued and no payment shall be made in cash whatsoever by the Resulting Companies in lieu of such cancelled shares of the Demerged Company.

34.2. On effecting the reduction in the share capital and cancellation of shares, as stated in Clause 34.1, the cancelled shares of Resulting Company 1 and Resulting Company 2 held by their respective holders, shall also deemed to have been extinguished and cancelled without any further act, instrument or deed (including sending appropriate instructions to the depository participants).
34.3. The reduction of capital of the Resulting Companies as above does not involve any diminution of liability in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital or payment in any other form.
34.4. On the Effective Date, Resulting Company 1 and Resulting Company 2 shall debit their respective share capital accounts with the aggregate face value of the shares cancelled pursuant to this Clause 34.
34.5. Notwithstanding the reduction of the existing share capital of the Resulting Companies above, the Resulting Companies shall not be required to add “and reduced” as a suffix to their names

35. CHANGE IN CAPITAL STRUCTURE OF THE COMPANIES

In the event of any such change in share capital of either the Demerged Company or any of the Resulting Companies whether by way of increase (including by issue of equity shares on a rights basis or issue of bonus shares), decrease, reduction, reclassification, sub-division or consolidation, re-organisation of share capital, or in any other manner before the issuance of the New Equity Shares 1 or the New Equity Shares 2 to the equity shareholders of the Demerged Company pursuant to Clause 14 or Clause 25 (as applicable), the Share Entitlement Ratio 1 and / or the Share Entitlement Ratio 2 (as applicable) shall be appropriately adjusted to take into account the effect of such issuance or corporate actions.

39. CONDITIONS PRECEDENT

39.1 The effectiveness of this Scheme is and shall be conditional upon and subject to:
39.1.1 the sanction or approval of the Appropriate Authorities and other sanctions and approvals (as may be required by Applicable Law) in respect of this Scheme being obtained in respect of any of the matters in respect of which such sanction or approval is required or on the expiry of any statutory time period pursuant to which such approval is deemed to have been granted;
39.1.2 approval of the Scheme by the requisite majority of each class of shareholders / creditors of the Companies as may be required under the Act and SEBI Scheme Circular or as may be directed by the NCLT. The Demerged Company will comply with the provisions of the SEBI Scheme Circular, including seeking approval of its shareholders through e-voting, as applicable.;
39.1.3 receipt of such other approvals, sanctions and fulfillment of conditions as may be agreed in writing amongst the Companies;
39.1.4 the Sanction Order being obtained by the Companies from the NCLT; and
39.1.5 certified/ authenticated copy of the Sanction Order, being filed with the Registrar of Companies by the Companies in relation to this Scheme.
39.2 It is hereby clarified that submission of the Scheme to the NCLT and to Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that the Companies (as applicable) may have under or pursuant to Applicable Law.
39.3 On the approval of this Scheme by the shareholders of the Companies, such shareholders shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the demergers as set out in this Scheme, related matters and this Scheme itself.”

Note: The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

VI. Relationship subsisting between parties to the Scheme

The Demerged Company beneficially holds 100% (hundred per cent) of the issued, subscribed and paid-up equity share capital of Resulting Company 1 and Resulting Company 2, thereby making them its wholly owned subsidiaries.
Mr. Guruprasad Srinivasan is serving on the board of directors of the Demerged Company and the Resulting Companies. He is the Executive Director & Group CEO of the Demerged Company and Non-Executive Director of the Resulting Companies. Similarly, Mr. Kamal Pal Hoda and Ms. Ruchi Ahluwalia are part of Senior Management of Demerged Company and are Non-Executive Directors of the Resulting Companies.

VII. Board approvals and details of voting

The Board approved the Scheme at its meeting dated February 16, 2024. All the directors participated and voted, and the details of the manner in which the directors voted at this meeting are as follows:

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S. No. Name of Director Voted in favor/ against/ abstained
----- End of picture text -----

S. No.	Name of Director	Voted in favor/ against/ abstained

1.	Mr. Ajit Isaac	In favour
2.	Mr. Guruprasad Srinivasan	In favour
3.	Mr. Chandran Ratnaswami	In favour
4.	Mr. Gopalakrishnan Soundarajan	In favour
5.	Ms. RevathyAshok	In favour
6.	Mr. SanjayAnandaram	In favour
7.	Mr. K R Girish	In favour
8.	Mr. Gaurav Mathur	In favour

The Board of Directors of Resulting Company 1 approved the Scheme at its meeting dated February 25, 2024. All the directors participated and voted, and the details of the manner in which the directors voted at this meeting are as follows:

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S. No. Name of Director Voted in favor/ against/ abstained
----- End of picture text -----

S. No.	Name of Director	Voted in favor/ against/ abstained

1.	Mr. Guruprasad Srinivasan	In favour
2.	Mr. Kamal Pal Hoda	In favour
3.	Ms. Ruchi Ahluwalia	In favour

The Board of Directors of Resulting Company 2 approved the Scheme at its meeting dated February 25, 2024. All the directors participated and voted, and the details of the manner in which the directors voted at this meeting are as follows:

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S. No. Name of Director Voted in favor/ against/ abstained
----- End of picture text -----

S. No.	Name of Director	Voted in favor/ against/ abstained

1.	Mr. Guruprasad Srinivasan	In favour
2.	Mr. Kamal Pal Hoda	In favour
3.	Ms. Ruchi Ahluwalia	In favour

VIII. Interest of Directors, Key Managerial Personnel (“KMPs”) and their relatives and debenture trustees:

None of the directors, the KMPs of the Demerged Company and Resulting Companies and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Demerged Company and Resulting Companies, if any, and/or to the extent the said directors/KMPs are common directors of the Demerged Company and Resulting Companies (as applicable). The effect of the Scheme on the material interests of the directors and KMPs of the Demerged Company and Resulting Companies and their respective relatives, is not any different from the effect on other stakeholders of the Demerged Company.

The details of the shareholding of directors, KMPs of the Demerged Company and their respective relatives as on date of Notice is as follows:

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S. No. Name Designation No. of shares
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S. No.	Name	Designation	No. of shares

1.	Mr. Ajit Isaac	Non-Executive - Non Independent Director-Chairman	1,75,19,613
2.	Mr. Guruprasad Srinivasan	Executive Director & - CEO	1,61,702
3.	Mr. Chandran Ratnaswami	Non-Executive Non-Independent Director	Nil
4.	Mr. Gopalakrishnan Soundarajan	Non-Executive Non-Independent Director	Nil
5.	Ms. RevathyAshok	Non-Executive Independent Director	Nil
6.	Mr. SanjayAnandaram	Non-Executive Independent Director	Nil
7.	Mr. K R Girish	Non-Executive Independent Director	Nil
8.	Mr. Gaurav Mathur	Non-Executive Independent Director	Nil
9.	Mr. Kamal Pal Hoda	GroupChief Financial Officer	4,608
10.	Mr. Kundan K Lal	CompanySecretary& Compliance Officer	8,070

The details of the shareholding of directors and KMPs of Resulting Company 1 and their respective relatives as on date of Notice is as follows:

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S. No. Name Designation No. of shares
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S. No.	Name	Designation	No. of shares

1.	Mr. Guruprasad Srinivasan*	Non-Executive Director	1
2.	Mr. Kamal Pal Hoda	Non-Executive Director	Nil
3.	Ms. Ruchi Ahluwalia*	Non-Executive Director	1

*as a Nominee of Quess Corp Limited

The details of the shareholding of Directors and KMPs and their respective relatives of Resulting Company 2 as on date of Notice is as follows:

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S. No. Name Designation No. of shares
----- End of picture text -----

S. No.	Name	Designation	No. of shares

1.	Mr. Guruprasad Srinivasan*	Non-Executive Director	1
2.	Mr. Kamal Pal Hoda	Non-Executive Director	Nil
3.	Ms. Ruchi Ahluwalia*	Non-Executive Director	1

*as a Nominee of Quess Corp Limited

The Demerged Company and the Resulting Companies have not issued any debentures and hence, do not have any debenture trustees.

IX. Effect of the scheme on Stakeholders

(i) Demerged Company

Demerged Company
Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, Key Managerial Personnel and Directors of the Demerged Company is given in the report adopted by the Board of Directors of the Demerged Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached as Annexure 2Ato this Explanatory Statement.
Promoters
Non-Promoter Members
KeyManagerial Personnel (KMP)
Directors
Depositors	There are no depositors. Hence this is not applicable.
Creditors	The Scheme will ensure long-term value creation and is in the best interest of the Demerged Company and its respective shareholders, employees, creditors and other stakeholders.

Debenture holders	There are no debenture holders. Hence this is not applicable
Deposit holders and debenture trustee	As on date of this Notice, the Demerged Company has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustees does not arise. Similarly, there are no debenture trustee. Hence this is not applicable
Employees of the Demerged Company	The Scheme will ensure long-term value creation and is in the best interest of the Demerged Company and their respective shareholders, employees, creditors and other stakeholders.

(ii) Resulting Company 1

Resulting Company 1
Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, Key Managerial Personnel and Directors of Resulting Company 1 is given in the report adopted by the Board of Directors of the Resulting Company 1 pursuant to the provisions of Section 232(2)(c) of the Act which is attached as Annexure 2Bto this Explanatory Statement.
Promoters
Non-Promoter Members
KeyManagerial Personnel (KMP)
Directors
Depositors	There are no depositors. Hence this is not applicable.
Creditors	There are no creditors. Hence this is not applicable.
Debenture holders	There are no debenture holders. Hence this is not applicable
Deposit holders and debenture trustee	As on date of this Notice, Resulting Company 1 has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustees does not arise. Similarly, there are no debenture trustee. Hence this is not applicable
Employees of Resulting Company 1	As on date of this Notice, Resulting Company 1 has no employees. However, upon the Scheme becoming effective, all employees engaged in or in relation to the Demerged Undertaking 1 as on the Effective Date shall become the employees of Resulting Company 1 on terms and conditions which are not less favourable than those applicable to them with reference to their employment in Demerged Companyin accordance with the Scheme.

(iii) Resulting Company 2

Resulting Company 2
Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, Key Managerial Personnel and Directors of Resulting Company 2 is given in the report adopted by the Board of Directors of Resulting Company 2 pursuant to the provisions of Section 232(2)(c) of the Act which is attached as Annexure 2Cto this Explanatory Statement.
Promoters
Non-Promoter Members
KeyManagerial Personnel (KMP)
Directors
Depositors	There are no depositors. Hence this is not applicable.
Creditors	There are no creditors. Hence this is not applicable.
Debenture holders	There are no debenture holders. Hence this is not applicable
Deposit holders and debenture trustee	As on date of this Notice, Resulting Company 2 has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustees does not arise. Similarly, there are no debenture trustee. Hence this is not applicable
Employees of Resulting Company 2	As on date of this Notice, Resulting Company 2 has no employees. However, upon the Scheme becoming effective, all employees engaged in or in relation to the Demerged Undertaking 2 as on the Effective Date shall become the employees of Resulting Company 2 on terms and conditions which are not less favourable than those applicable to them with reference to their employment in Demerged Companyin accordance with the Scheme.

X. Details of investigation or proceedings, if any, pending against the Demerged Company, including ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Demerged Company, its promoters and directors

There are no investigation or proceedings instituted or pending against the Resulting Companies under the Act and as per Rule 6(3)(viii) of the Rules. Upon effectiveness of the Scheme, the litigations initiated by or against the Demerged Company with respect to Demerged Undertaking 1 and Demerged Undertaking 2 will be transferred to Resulting Company 1 and Resulting Company 2 respectively in accordance with Clause 13 and Clause 24 of the Scheme.

XI. Amounts due to Unsecured Creditors

The amount due to unsecured creditors by the respective companies, as on September 30, 2024 is as follows:

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Sl No Particulars Amount in Rs.
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Sl No	Particulars	Amount in Rs.

1	Quess CorpLimited	582 million
2	Digitide Solutions Limited	NIL
3	BluspringEnterprises Limited	NIL

XII. Details of Share Capital/Debt Restructuring, if any

Share Capital Restructuring:

Please refer to Paragraph IX (Effect on Stakeholders, i.e., shareholders) and Paragraph XVI (Pre and Post Scheme capital structure of Demerged Company) of this Explanatory Statement.

Debt Restructuring:

There shall be no debt restructuring of the Demerged Company and Resulting Companies pursuant to the Scheme.

XIII. Summary of the Share Entitlement Ratio Report

(i) Share entitlement ratio report dated February 16, 2024 (“ Share Entitlement Ratio Report ”) issued by Bansi S. Mehta Valuers LLP, registered valuer with the Insolvency and Bankruptcy Board of India (IBBI Registration Number: IBBI/RVE/06/2022/172) determined the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 set out in the Scheme. The Share Entitlement Ratio Report shall also be available for inspection at the registered offices of the Company.
(ii) Upon implementation of the Scheme, Resulting Company 1 and Resulting Company 2 will both issue shares to the shareholders of the Demerged Company as on the Record Date, such that all the shareholders of the Demerged Company would become shareholders of Resulting Company 1 and Resulting Company 2 in the same proportion resulting in a mirror image shareholding. Therefore, there is no change in shareholding as illustrated in Paragraph A(4)(d) of the SEBI Scheme Circular. Therefore, the valuer did not carry out a valuation of the entities under the generally accepted principles of valuation.
(iii) The SEBI Scheme Circular requires the valuation report for a scheme of arrangement to provide certain requisite information in a specified format. The proposed demerger did not trigger the requirement for valuation under the specified format.
(iv) For the purpose of arriving at the recommended Share Entitlement Ratio 1 and Share Entitlement Ratio 2, the Share Entitlement Ratio Report was obtained by all the three Companies involved in the Scheme in terms of the SEBI Scheme Circular.
(v) The independent registered valuer appointed to determine the recommended Share Entitlement Ratio 1 and Share Entitlement Ratio 2 for the proposed demerger pursuant to the Scheme and has not expressed any difficulty while determining the same.

XIV. Summary of Fairness Opinion

(i) The Fairness Opinion issued by RBSA Capital Advisors LLP certifies the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 recommended by the valuer in the Share Entitlement Ratio Report as being fair to the shareholders from a financial point of view and has been approved by the Board of Directors of the Companies, the Audit Committee and the Committee of Independent Directors of the Demerged Company, and also does not indicate any special valuation difficulties.

(ii) The recommendation of the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 for the proposed demerger pursuant to the Scheme has been certified as being fair and has been approved by the Board of Directors of the Company, the Audit Committee of the Demerged Company and the Committee of Independent Directors of the Demerged Company.

XV. Information pertaining to unlisted companies involved in the Scheme in the format specified for abridged prospectus

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Resulting Companies in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4 February, 2022 read with Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker certifying the adequacy of disclosures are annexed as ‘Annexure Series 15.

XVI. Shareholding Pattern and Capital Structure:

The pre/post-scheme shareholding pattern of the parties to the Scheme is enclosed as Annexure 8 and 9 series.

The Capital Structure (pre and post) are as follows:

Pre and Post Scheme capital structure of Demerged Company

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Details Amount (Rs.)
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Details	Amount (Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only) each	3,93,85,00,000
TOTAL	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,48,62,56,780

Post-Scheme capital structure of the Demerged Company: Upon the Scheme becoming effective, the shareholders of the Demerged Company will be allotted New Equity Shares 1 of Resulting Company 1 as per Share Entitlement Ratio 1 and New Equity Shares 2 of Resulting Company 2 as per Share Entitlement Ratio 2 in accordance with Clause 14 and Clause 25 of the Scheme respectively, and therefore, all the shareholders of the Demerged Company will become shareholders of Resulting Company 1 and Resulting Company 2. The Promoter and Promoter Group of the Demerged Company shall become the Promoter and Promoter group of Resulting Company 1 and Resulting Company 2 in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Immediately upon the issue and allotment of New Equity Shares 1 by Resulting Company 1 and New Equity Shares 2 by Resulting Company 2 to the equity shareholders of the Demerged Company in accordance with Clause 14 and Clause 25 of the Scheme respectively, the existing shareholding of the Demerged Company and its nominees in the Resulting Companies, as applicable, will stand cancelled, extinguished and annulled which shall be regarded as reduction of share capital of the respective Resulting Companies, without any further act, instrument or deed in accordance with Clause 34 of the Scheme. There shall be no change in the shareholding pattern or control in Resulting Company 1 and Resulting Company 2 between the Record Date and the listing which may affect the status of approvals received from the Stock Exchanges, other than as provided in the Scheme.

Pre Scheme capital structure of Resulting Company 1:

Details	Amount (Rs.)
Authorised Share Capital
1,00,000 (One Lakh) equityshares of Rs. 10/- (Indian Rupees Ten only) each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 (Ten Thousand) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,00,000

Post Scheme capital structure of Resulting Company 1:

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Details Amount (Rs.)
----- End of picture text -----

Details	Amount (Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only) each	3,93,85,00,000
TOTAL	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,48,62,56,780

Pre Scheme capital structure of Resulting Company 2:

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----- Start of picture text -----

Details Amount (Rs.)
----- End of picture text -----

Details	Amount (Rs.)

Authorised Share Capital
1,00,000 (One Lakh) equityshares of Rs. 10/- (Indian Rupees Ten only) each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 (Ten Thousand) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,00,000

Post Scheme capital structure of Resulting Company 2:

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----- Start of picture text -----

Details Amount (Rs.)
----- End of picture text -----

Details	Amount (Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only) each	3,93,85,00,000
TOTAL	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,48,62,56,780

XVII. Auditors Certificate on conformity of accounting treatment in the Scheme with accounting standards

Certificates from the statutory auditor of the Demerged Company (issued by M/s Deloitte Haskins & Sells LLP (Firm No. 117366W/ W-100018)), statutory auditor of Resulting Company 1 (issued by M/s Deloitte Haskins & Sells (Firm No. 008072S) and statutory auditor of Resulting Company 2 (issued by M/s Deloitte Haskins & Sells (Firm No. 008072S)) to the effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act and other Generally Accepted Accounting Principles in India, is enclosed as Annexure 16 series .

XVIII. Details as per the Observation Letters issued by Stock Exchanges:

(a) Details of Assets, liabilities, net worth and revenue of the companies involved pre & post scheme (details of which are disclosed are covered in the letter dated March 14, 2024 and March 08, 2024 respectively submitted by the Company to BSE and NSE and enclosed as Annexure 20 series)

Standalone Financials as on [September 30, 2023]:

(Amount in INR crores)

	Demerged Company (Quess Corp Ltd)	Demerged Company (Quess Corp Ltd)	Demerged Undertaking 1	Demerged Undertaking 2	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Pre- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger
Assets	5,316.5	2,311.8	1,555.7	1,449.1	0.01	1,555.7	0.01	1,449.1
Liabilities	2,770.0	1,594.0	631.2	544.7	-	631.2	-	544.7
Revenue	7,570.3	5,766.4	840.8	963.1	-	840.8	-	963.1
Networth	2,546.5	717.8	924.5	904.4	0.01	924.5	0.01	904.4

Consolidated Financials as on [September 30, 2023]:

(Amount in INR crores)

	Demerged Company (Quess Corp Ltd)	Demerged Company (Quess Corp Ltd)	Demerged Undertaking 1	Demerged Undertaking 2	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Pre- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger
Assets	6,393.7	2,699.5	1,813.1	1,897.3	0.01	1,813.1	0.01	1,897.3
Liabilities	3,529.6	1,762.3	846.3	937.2	-	846.3	-	937.2
Revenue	9,348.5	6,373.9	1,345.6	1,659.7	-	1,345.6	-	1,659.7
Networth	2,703.3	940.1	895.8	867.4	0.01	895.9	0.01	867.4

(b) Impact of scheme on revenue generating capacity of the Demerged Company.

The proposed demerger is expected to unlock value in each of the business segments in the Demerged Company thereby enhancing its business growth and operations with more efficient management control, sharper capital allocation and independent business strategies thereby positively impacting revenue generating capacity of each of the divisions. The businesses presently undertaken by the Demerged Company (directly and indirectly) operates under different operating environments and are run fairly independent of each other as separate businesses platforms/business lines. The segregation of the demerged undertakings therefore would not impact the revenue generating capacity of the remaining business of the Demerged Company related to Staffing business.

(c) Need and rationale of the scheme, synergies of business of the companies involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme. Please refer to Paragraph III of this explanatory statement.
(d) Value of assets and liabilities of Demerged Company that are being transferred to Resulting Company

(Amount in INR crores)	(Amount in INR crores)	(Amount in INR crores)	(Amount in INR crores)	(Amount in INR crores)	(Amount in INR crores)	(Amount in INR crores)
	Demerged Company (Quess Corp Ltd)		Resulting Company 1 (Digitide Solutions Ltd)		Resulting Company 2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger
Assets:
Tangible and intangible assets	577.1	120.8	-	382.6	-	73.7
Goodwill	343.8	0.6	-	66.6	-	276.6
Cash and bank balances	257.2	73.2	0.01	143.4	0.01	40.6

Trade receivable and other current assets	2,365.3	1,333.7	-	426.1	-	605.5
Other non-current assets	1,773.1	783.5	-	537.0	-	452.7
Total Assets(a)	5,316.5	2,311.8	0.01	1,555.7	0.01	1,449.1
Liabilities:
Borrowings	417.2	244.5	-	46.8	-	125.8
Lease liabilities	381.4	88.0	-	276.3	-	17.1
Trade and other payables	1,971.4	1,261.5	-	308.1	-	401.8
Total Liabilities (b)	2,770.0	1,594.0	-	631.2	-	544.7
Networth(a-b)	2,546.5	717.8	0.01	924.5	0.01	904.4

(Amount in INR crores)

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Demerged Company Resulting Company1 Resulting Company2
(Quess Corp Ltd) (Digitide Solutions Ltd) (Bluspring Enterprises Ltd)
Pre- Post- Pre- Post- Pre- Post-
demerger demerger demerge r demerger demerge r demerger
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	Demerged Company (Quess Corp Ltd)	Demerged Company (Quess Corp Ltd)	Resulting Company1 (Digitide Solutions Ltd)	Resulting Company1 (Digitide Solutions Ltd)	Resulting Company2 (Bluspring Enterprises Ltd)	Resulting Company2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger

Assets:
Tangible and intangible assets	757.3	112.0	-	511.6	-	133.7
Goodwill	1,040.7	235.7	-	231.8	-	573.2
Cash, bank and liquid investments	610.5	164.5	0.01	316.4	0.01	129.6
Trade receivable and other current assets	3,141.9	1,617.2	-	582.2	-	958.2
Other non-current assets	843.3	570.1	-	171.1	-	102.6
Total Assets(a)	6,393.7	2,699.5	0.01	1,813.1	0.01	1,897.3
Liabilities:
Borrowings	472.6	246.7	-	91.6	-	134.3
Lease liabilities	488.6	90.8	-	337.1	-	60.7
Trade and other payables	2,568.4	1,424.8	-	417.6	-	742.2
Total Liabilities (b)	3,529.6	1,762.3	-	846.3	-	937.2
Non-controlling interests(c)	160.8	(2.9)	-	70.9	-	92.7
Networth(a-b-c)	2,703.3	940.1	0.01	895.9	0.01	867.4

(e) Contents of the observation letters issued by the BSE and NSE on July 31, 2024 and August 01, 2024: The observation letters are enclosed as Annexure 10 series .

(f) Additional information submitted to the stock exchanges as per Annexure M of NSE checklist and documents requested as part of Query no. 18 dated March 11, 2024 to BSE: Enclosed as Annexure 20 series .

(g) A copy of the Scheme has been filed by the Demerged Company with the Registrar of Companies, Bengaluru in Form No GNL-1.

XIX. Inspection: The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection at the registered office of the Demerged Company on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 10.00 A.M. to 4.00 PM. An advance notice should be given by e-mail to the Company at

[email protected], if it is desired to obtain copies of the Notice from the registered office of the Company. Alternatively, a request for obtaining an electronic/soft copy of the Notice may be made by writing an email to [email protected]

(a) Order dated October 22, 2024 passed by the Hon’ble NCLT in Company Application No CA (CAA) No.36/BB/2024, directing the convening of the meetings of equity shareholders and unsecured creditors of the Demerged Company.
(b) Copy of the Scheme, enclosed as Annexure 1 .
(c) Share entitlement ratio report dated February 16, 2024 issued by Bansi S. Mehta Valuers LLP, valuer registered with the Insolvency and Bankruptcy Board of India (IBBI Registration Number: IBBI/RV–E/06/2022/172), determining the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 in connection with the proposed Scheme, enclosed as Annexure 6 .
(d) Fairness opinion dated February 16, 2024 issued by RBSA Capital Advisors LLP, a Category I Merchant Banker registered with SEBI, for providing a fairness opinion on the valuation carried out by the registered valuer in the Share Entitlement Ratio Report i.e., with respect to the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 in connection with the proposed Scheme, enclosed as Annexure 7 .
(e) Certificates from the statutory auditor of the Demerged Company (issued by M/s Deloitte Haskins & Sells LLP (Firm No. 117366W/W-100018)), statutory auditor of Resulting Company 1 (issued by Deloitte Haskins & Sells (Firm No. 008072S)) and statutory auditor of Resulting Company 2 (issued by Deloitte Haskins & Sells (Firm No. 008072S)) to the effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013, enclosed as Annexure 16 series .
(f) The undertaking dated February 16, 2024 given by the Demerged Company as prescribed under Paragraph (A) (10) (c) of Part I of the SEBI Scheme Circular (defined below) stating the reasons for non-applicability of Paragraph (A) (10) (b) along with the certificate dated February 16, 2024 from M/s. Deloitte Haskins & Sells LLP, statutory auditor of the Demerged Company, certifying the said undertaking, enclosed as Annexure 17 series .
(g) Contracts or agreements material to the Scheme: There are no contracts or agreements material to the Scheme. Hence, not applicable;
(h) Memorandum and Articles of Associations of the Demerged Company, Resulting Company 1 and Resulting Company 2.
(i) Unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the second quarter and half year ended September 30, 2024, enclosed as Annexure 13 .
(j) Copy of the Audit Committee Report dated February 16, 2024 of the Demerged Company, enclosed as Annexure 4 .
(k) Report dated February 16, 2024 adopted by the Committee of Independent Directors of the Demerged Company, enclosed as Annexure 5 .
(l) Copies of the resolutions passed by the board of directors of the Demerged Company dated February 16, 2024 and the Resulting Companies dated February 25, 2024, approving the Scheme, enclosed as Annexure 3 series .
(m) Observation letters dated July 31, 2024 and August 01, 2024 issued by BSE and NSE, respectively to the Demerged Company, enclosed as Annexure 10 series .
(n) Copies of the reports adopted by the Board of Directors of the Demerged and Resulting Companies as per the provisions of Section 232(2) (c) of the Act, enclosed as Annexure 2 series .
(o) Pre and post-scheme shareholding pattern of the Demerged Company enclosed as Annexure 8 .
(p) Pre and post-scheme shareholding patterns of Resulting Company 1 and Resulting Company 2, enclosed as Annexure 9 series .
(q) Complaints reports dated April 04, 2024 and April 05, 2024 submitted by the Demerged Company to BSE and NSE respectively, enclosed as Annexure 11 series .
(r) Details of investigation or proceedings, pending against the Company, including ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, its promoters and directors, enclosed as Annexure 12 .
(s) Unaudited financial results of Resulting Company 1 and Resulting Company 2 for the second quarter and half year ended September 30, 2024, enclosed as Annexure 14 series .
(t) Information pertaining to Resulting Company 1 and Resulting Company 2 involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI circular dated February 4, 2022 along with certificate issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Bank, enclosed as Annexure 15 series .

(u) Compliance report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Demerged Company addressed to BSE and NSE, enclosed as Annexure 18 .
(v) Form GNL-1 filed with the Registrar of Companies by the Demerged Company, Resulting Company 1 and Resulting Company 2, enclosed as Annexure 19 series .
(w) Additional information and/ or documents as submitted in relation to Query 18 dated March 11, 2024 to BSE and Annexure M to NSE.
XX. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:
(i) In terms of Regulation 37 of the Listing Regulations, BSE and NSE, by their respective letters dated July 31, 2024 and August 01, 2024, have issued their observations on the Scheme to the Company conveying their no adverse observations/no objection to the Scheme. Copy of the observation letters dated as received from BSE and NSE are enclosed as Annexure 10 series .
(ii) As required by the SEBI Scheme Circular, the Company has filed its complaint reports dated April 04, 2024 and April 05, 2024 with BSE and NSE, respectively. Copies of the complaint reports filed by the Company are enclosed as Annexure 11 series.
(iii) The Scheme was filed by the Demerged Company with the NCLT on August 08, 2024. The NCLT has passed directions to convene Meetings(s) of equity shareholders and unsecured creditors of the Demerged Company vide an Order pronounced on October 22, 2024.
(iv) The Scheme is subject to approval by the requisite majority of the shareholders and unsecured creditors of the Demerged Company in terms of the applicable provisions of the Act and the Rules. Since, the Demerged Company has obtained the NOC from all the secured creditors, the meeting of secured creditor has been dispensed. Similarly, since Resulting Company 1 and Resulting Company 2 have obtained NOC from their equity shareholders, the meeting of equity shareholders of Resulting Company 1 and Resulting Company 2 have been dispensed with. There are no secured creditors and unsecured creditors in the Resulting Companies, therefore, the need to obtain their consent/ convene a meeting does not arise.
(v) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.
XXI. In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Demerged Company recommend the Scheme for approval of the equity shareholders.
XXII. This statement may be treated as an Explanatory Statement under Section 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6 of the Rules.
XXIII. After the Scheme is approved by the equity shareholders of the Demerged Company, it will be further subject to the approval by the NCLT.

Sd/Guruprasad Srinivasan Executive Director & Group CEO DIN: 07596207 Quess Corp Limited

Dated this 5[th] day of November, 2024 at Bengaluru

Registered Office:

3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103 CIN: L74140KA2007PLC043909 Website: www.quesscorp.com Email: [email protected] Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

Annexure 1

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Annexure 2 A

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Annexure 10

SSE The Power of Vibrance

DCS/AMAL/AK/R37/3275/2024-25

July 31, 2024

The Company Secretary, Quess Corp Ltd 3/3/2, Sarjapur Main Road, Bellandur Gate, Bengaluru, Karnataka, 560103

Dear Sir,

Sub: Observation letter regarding Composite scheme of arrangement between Quess Corp Limited ("Demerged Company"), Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") and their respective shareholders and creditors

We are in receipt of Composite scheme of arrangement between Quess Corp Limited ("Demerged Company"), Digitide Solutions Limited ("Resulting Company 1 "} and Bluespring Enterprises Limited ("Resulting Company 2") and their respective shareholders and creditors as required under SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 read with Master Circular No. SEBI/HO/CFD/DIL 1/CIR/P/2021/665 dated November 23, 2021 read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) of SEBI LODR Regulations 2015 along with SEBI/HO/DDHS/DDHS_Divl/P/CIR/2022/0000000103 dated July 29, 2022 (SEBI Circular) and Regulation 94A(2) SEBI (LODR) Regulations, 2015; SEBI vide its letter dated July 31, 2024 has inter alia given the following comment(s) on the draft scheme of Arrangement:

a. "The Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCL T and shareholders, while seeking approval of the scheme."
b. "Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."
c. "Company shall ensure compliance with SEBI circulars issued from time to time."
d. "The entities involved in the scheme shall duly comply with the various provisions of the circular and ensure that all liabilities of the Transferor Company are transferred to the Transferee company."
e. "Company is advised that the information pertaining to all the unlisted companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of the schedule VI of the ICDR Regulations 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."
f. "Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."

Page 1 of 4

Registered Office: BSE Limited, Floor 25. P J Towers, Dalal Street, Mumbai - 400 001, India. T: +91 22 2272 1234/33 I E: [email protected] www.bseindia.com I Corporate Identity Number : L67120MH2005PLC155188

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SSE The Power of Vibrance

DCS/AMAL/AK/R37/3275/2024-25

July 31, 2024

The Company Secretary, Quess Corp Ltd 3/3/2, Sarjapur Main Road, Bellandur Gate, Bengaluru, Karnataka, 560103

Dear Sir,

a. "The Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCL T and shareholders, while seeking approval of the scheme."
b. "Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."
c. "Company shall ensure compliance with SEBI circulars issued from time to time."
d. "The entities involved in the scheme shall duly comply with the various provisions of the circular and ensure that all liabilities of the Transferor Company are transferred to the Transferee company."
e. "Company is advised that the information pertaining to all the unlisted companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of the schedule VI of the ICDR Regulations 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."
f. "Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."

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g. "Company shall ensure that the details of the proposed scheme under consideration as provided to the stock exchange shall be prominently disclosed in the notice to shareholders."
h. "The Companies are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013.
Details of Assets, Liabilities, Net worth and revenue of the companies involved pre & post scheme.
Impact of scheme on revenue generating capacity of the Demerged company.
• Need and rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.
Value of assets and liabilities of Demerged Company that are being transferred to Resulting Company
i. "Company shall ensure that applicable additional information, if any, to be submitted to SEBI along with draft scheme of arrangement and document requested via 'Query No.18' dated March 11, 2024 shall form part of disclosures to the shareholders."
j. "Company is advised that the proposed equity shares to be issued in the terms of the "Scheme" shall be mandatorily in demat form only."
k. "Company is advised that the 'Scheme' shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document."
I. "Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI."
m. "Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCL T and the Company is obliged to bring the observations to the notice of Hon'ble NCL T."
n. "Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme."
o. "It is to be noted that the petitions are filed by the company before Hon'ble NCL T after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the Company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

q;J

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To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCL T.

Further, where applicable in the explanatory statement of the notice to be sent by the Company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated June 20, 2023.

However, the listing of equity shares of Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. Further, Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Companies shall fulfil the Exchange's criteria for listing the securities of such Companies and also comply with other applicable statutory requirements. However, the listing of shares of Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") is at the discretion of the Exchange. In addition to the above, the listing of Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the Companies are also advised to make the same available to the public through its website.
To publish an advertisement in the newspapers containing all details of Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") in line with the details required as per the aforesaid SEBI circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.
To disclose all the material information about Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.
The following provisions shall be incorporated in the scheme:

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Ref: NSE/LIST/40413

August 01, 2024

The Company Secretary Quess Corp Limited Quess House, 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru - 560103

Kind Attn.: Mr. Kundan K Lal

Dear Sir,

Sub: Observation Letter for Draft composite scheme of arrangement amongst Quess Corp Limited (“Demerged Company”) and Digitide Solutions Limited (“Resulting Company 1”) and Bluspring Enterprises Limited (“Resulting Company 2”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

We are in receipt for Draft composite scheme of arrangement amongst Quess Corp Limited (“Demerged Company”) and Digitide Solutions Limited (“Resulting Company 1”) and Bluspring Enterprises Limited (“Resulting Company 2”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 vide application dated March 02, 2024.

Based on our letter reference no. NSE/LIST/ 40413 dated June 05, 2024, submitted to SEBI pursuant to SEBI Master Circulars no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), SEBI vide its letter dated July 31, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.
c) The Company shall ensure compliance with the SEBI circulars issued from time to time.

This Document is Digitally Signed

Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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d) The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
e) The Company shall ensure that information pertaining to all the Unlisted Companies involved, if any in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the Shareholders.
h) The Companies involved in the Scheme shall ensure to disclose the following, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013:
Details of assets, liabilities, net worth and revenue of the companies involved, pre and post scheme.
Impact of scheme on revenue generating capacity of Demerged Company.
Need and rationale of the scheme, synergies of business of the companies involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.
Value of assets and liabilities of Demerged Company that are being transferred to the Resulting Company.
i) The Company shall ensure that all the applicable additional information shall form part of disclosure to shareholders, which was submitted by the Company to the Stock Exchanges as per Annexure M of Exchange checklist.
j) The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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k) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.
m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
n) The Company shall ensure that all the applicable provisions under the Companies Act, 2013, rules and regulations issued thereunder are complied, including obtaining the consent from the creditors for the proposed scheme.
o) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

The Listed entities involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Company should also fulfil the Exchange’s criteria for listing of such companies and also comply with other applicable statutory requirements. However, the listing of shares of Digitide Solutions Limited and Bluspring Enterprises Limited is at the discretion of the Exchange.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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The listing of Digitide Solutions Limited and Bluspring Enterprises Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Companies satisfying the following conditions:

To submit the Information Memorandum containing all the information about Digitide Solutions Limited and Bluspring Enterprises Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

“The approval given by the NSE should not in any manner be deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Companies; does not in any manner take any responsibility for the financial or other soundness of the Digitide Solutions Limited and Bluspring Enterprises Limited , its promoters, its management etc.”

To publish an advertisement in the newspapers containing all the information about Digitide Solutions Limited and Bluspring Enterprises Limited in line with the details required as per SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
To disclose all the material information about Digitide Solutions Limited and Bluspring Enterprises Limited to NSE on continuous basis to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:

(a) “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

(b) “There shall be no change in the shareholding pattern or control in Digitide Solutions Limited and Bluspring Enterprises Limited between the record date and the listing which may affect the status of this approval .”

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from August 01, 2024, within which the Scheme shall be submitted to NCLT.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully, For National Stock Exchange of India Limited

Khyati Vidwans Senior Manager

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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Annexure 11

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April 04, 2024

To, BSE Limited P.J. Towers, Dalal Street, Mumbai-400 001 Scrip Code: 539978

Dear Sir/Madam,

Sub: Submission of “Report on Complaints” pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI Scheme Circular”)

Ref: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the composite scheme of arrangement between Quess Corp Limited (“Demerged Company”), Digitide Solutions Limited (“Resulting Company 1”) and Bluspring Enterprises Limited (“Resulting Company 2”) and their respective shareholders and creditors

We would like to inform that the Company has filed the Composite Scheme of Arrangement along with all the documents required to be submitted along with the application on 2[nd] March, 2024. The Scheme and other documents were uploaded on March 11, 2024 on BSE’s website. In compliance with the requirements of paragraph 6 of Part I(A) of the SEBI Scheme Circular, we submit herewith the “Report on Complaints” in the format as prescribed in Annexure IV of the SEBI Scheme Circular.

The Company has not received any complaint from the shareholders/creditors in relation to the Scheme until close of business hours of April 01, 2024 either directly or through the National Stock Exchange of India Limited (“ NSE ”) or BSE Limited (“ BSE ”) or SEBI.

In accordance with paragraph 6 of Part I(A) of the SEBI Scheme Circular, the ‘Report on Complaints’ is being uploaded on our website at the following link at: https://www.quesscorp.com/investor-other-information/

We request you to kindly take the above on record, and issue the no-objection letter, at the earliest

Your sincerely, For Quess Corp Limited

Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.04 17:04:22 +05'30'

Kundan K Lal

Company Secretary and Compliance Officer

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REPORT ON COMPLAINTS

Part A

	Part A
Sr. No.	Particulars	Number
1.	Number of complaints received directly	NIL
2.	Number of complaints forwarded byStock Exchanges/SEBI	NIL
3.	Total Number of complaints/comments received(1+2)	NIL
4.	Number of complaints resolved	NIL
5.	Number of complaintspending	NIL

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	Not Applicable

Your sincerely,

For Quess Corp Limited

Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.04 17:03:58 +05'30'

Kundan K Lal Company Secretary and Compliance Officer

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April 05, 2024

To, National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex Bandra (East), Mumbai 400 051 NSE Symbol: QUESS

Dear Sir/Madam,

Sub: Submission of “Report on Complaints” pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI Scheme Circular”)

We would like to inform that the Company has filed the Composite Scheme of Arrangement along with all the documents required to be submitted along with the application on March 2, 2024. The Scheme and other documents were uploaded on March 14, 2024 on NSE’s website. In compliance with the requirements of paragraph 6 of Part I(A) of the SEBI Scheme Circular, we submit herewith the “Report on Complaints” in the format as prescribed in Annexure IV of the SEBI Scheme Circular.

The Company has not received any complaint from the shareholders/creditors in relation to the Scheme until close of business hours of April 04, 2024 either directly or through the National Stock Exchange of India Limited (“ NSE ”) or BSE Limited (“ BSE ”) or SEBI.

We request you to kindly take the above on record, and issue the no-objection letter, at the earliest

Your sincerely, For Quess Corp Limited

Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.05 11:45:39 +05'30'

Kundan K Lal Company Secretary and Compliance Officer

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REPORT ON COMPLAINTS

	Part A	Part A	Part A	Number NIL NIL NIL NIL NIL
Sr. No.	Particulars			Number
1.	Number of complaints received directly			NIL
2.	Number of complaints forwarded byStock Exchanges/SEBI			NIL
3.	Total Number of complaints/comments received(1+2)			NIL
4.	Number of complaints resolved			NIL
5.	Number of complaintspending			NIL
	Part B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	Not Applicable

Your sincerely, For Quess Corp Limited Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.05 11:46:12 +05'30' Kundan K Lal Company Secretary and Compliance Officer

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Annexure 12

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Annexure 13

Deloitte Haskins & Sells LLP

Chartered Accountants

Prestige Trade Tower, Level 19 46, Palace Road, High Grounds Bengaluru-560 001 Karnataka, India

Tel: +91 806188 6000 Fax: +91 80 6188 6011

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF QUESS CORP LIMITED

We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of QUESS CORP LIMITED ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), for the quarter and half year ended 30 September 2024 (''the Statement") being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").
This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (!CAI). A review of interim financial information consists of making inquiries, primarily of Parent's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, to the extent applicable.

The Statement includes the results of the entities listed in Annexure 1 to this report.

5. Basis for Qualified Conclusion

As stated in note 5 to the Statement, certain tax deductions claimed by the Parent and recognised in _ computation of income tax expense in the current and preceding periods have been disallowed by the Income Tax Authority. The disallowance has been challenged by the Parent in a judicial forum. The Parent, supported by external opinions from legal counsel and other tax experts, has assessed the basis of the disallowances and concluded that it is probable that these deductions will be accepted upon ultimate resolution.

In January 2024, as described in note 5, another regulatory authority has made certain observations (referred to as "new information") on the applicability of certain deductions in the Income Tax Act and related reports submitted to the Income Tax Authority in respect of these deductions. The Parent has taken into consideration this new information and continues to believe that it is probable that these deductions upon ultimate resolution will be accepted by the Income Tax Authority.

oresaid matter, pending ultimate resolution and acceptance by the Income Tax Authority, we are unable to comment whether any adjustments are necessary.

This matter was also qualified in our report on the consolidated financial results for the quarter ended 30 June 2024 and year ended 31 March 2024.

Regd. Office: One International Center, Tower 3, 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

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6. Qualified Conclusion

Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 8 below, except for the possible effects of the matter described in paragraph 5 above, nothing has come to our attention that causes us to believe that the accompanying Statement, has not been prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, and has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

7. Emphasis of Matter

We draw attention to note 4 of the Statement, regarding the demands received by the Parent in respect of provident fund and contingency related to the pending litigation on the said matter.

Our conclusion on the Statement is not modified in respect of this matter.

We did not review the financial information/financial results of 18 subsidiaries included in the consolidated unaudited financial results, whose interim financial information/financial results reflect total assets of Rs. 10,316.94 million as at 30 September 2024 and total revenues of Rs. 6,314.41 million and Rs. 12,592.01 million for the quarter and half year ended 30 September 2024 respectively, total net profit after tax of Rs. 625.38 million and Rs. 827.20 million for the quarter and half year ended 30 September 2024 respectively and total comprehensive income of Rs. 719.98 million and Rs. 917.75 million for the quarter and half year ended 30 September 2024 respectively, and net cash outflows of Rs. 594. 71 million for the half year ended 30 September 2024, as considered in the Statement. These interim financial information/ financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of these matters.

The consolidated unaudited financial results includes the financial information/ financial results of 17 subsidiaries which have not been reviewed by their auditors, whose interim financial information/ financial results reflect total assets of Rs. 885.50 million as at 30 September 2024 and, total revenue of Rs. 382.94 million and Rs. 735.04 million for the quarter and half year ended 30 September 2024 respectively, total profit after tax of Rs. 2.34 million and Rs. 0.93 million for the quarter and half year ended 30 September 2024 respectively and total comprehensive income of Rs. 9.11 million and Rs. 1.36 million for the quarter and half year ended 30 September 2024 respectively and net cash inflows of Rs. 75.32 million for the half year ended 30 September 2024, as considered in the Statement. According to the information and explanations given to us by the Management, these interim financial information/financial results are not material to the Group.

Our Conclusion on the Statement is not modified in respect of our reliance on the interim financial information/results certified by the Management.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 1177-100018) / Gun,lnde, s;ngh Partner Membership No. 110128 UDIN:24110128BKBGZZ6500

Place: Bengaluru Date: 28 October 2024

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ANNEXURE 1:

ANNEXURE 1:
Nature Subsidiaries/Step-down subsidiaries:	~~s.~~ No	Entity name .
	1.		Brainhunter Systems Ltd. Mindwire SystemsLimited
	2.
	3.		MFX Infotech Private Limited (Merged with Quess Corp Ltd w.e.f. 1 December 2023) Quess (Philippines) Corp. Quess Corp (USA) Inc. Ouess Coro Holdings Pte. Ltd. Quessqlobal (Malaysia) Sdn. Bhd. MFXchanae Holdings Inc. MFXchanqe US, Inc. Ouess Corp Lanka (Private) Limited
	4.
	5.
	6.
	7.
	8.
	9.
	10.		Ouess Corp Lanka (Private) Limited
	11. 12.		Quesscorp Singapore Pte Ltd (formerly known as Comtel Solutions Pte. Limited)
			Quess East Benqal FC Private Limited Excelus Learning Solutions Private Limited Conneqt Business Solutions Limited (Merged with Quess Corp Ltd w.e.f. 1December 2023)
	13.
	14. 15.
			Vedanq Cellular Services Private Limited Quess International Services Private Limited (formerly known as Golden Star Facilities and Services Private Limited)
	16.
	17. 18.		Quess Selection & Services Pte Ltd (formerly known as Comtelpro Pte. Ltd.) Quess Malaysia Digital Sdn Bhd (formerly known as Comtelink Sdn. Bhd.)
	19.
	20.
	21.
	22.
	23.
	24.
	25.		Greenpiece Landscapes India Private Limited (Merged with Quess Corp Ltd w.e.f. 1December 2023)
	26.		Quesscorp Management Consultancies (formerly known as Styracorp Management Services)
	27.		Quesscorp Manpower Supply Services LLC [formerly known as S M S Manpower Supply Serices (LLC)l Alldigi Tech Limited [formerly known as Allsec Technologies Limited) Allsectech Inc.,USA Allsectech Manila Inc., Philippines Quess Services Limited (till 20 March 2024) Trimax Smart Infraprojects Private Limited Terrier Security Services (India) Private Limited Heotaaon Technologies Private Limited Billion CareersPrivate Limited Ouess Coro NA LLC
	28. 29.
	30.
	31. 32. 33.
	34.
	35.
	36. 37.
			Stellarsloq Technovation Private Limited
	38.		Ouess Recruit Inc. (w.e.f 1 Januar 2024	)

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----- Start of picture text -----

Nature s. Entity name
No.
39. Agency Pekeriaan Quess Recruit Sdn. Bhd. (w.e.f 1 July 2023)
40. Ouess GTS Canada Holdinos Inc. (w.e.f 5 October 2023)
41. Diqitide Solutions Limited (w.e.f 10 February 2024)
42. Blusorina Enterorises Limited (w.e.f 11 Februarv 2024)
Associates: 1. Ouess Recruit Inc. (till 31 December 2023)
2. Aoencv Pekeriaan Quess Recruit Sdn. Bhd. (till 30 June 2023)
Joint Venture 1. Himmer Industrial Services (M) Sdn. Bhd. (till 4 March 2024)
Comoany:
/I
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265

Par	I: Statement of consolidated unaudit	I: Statement of consolidated unaudit	I: Statement of consolidated unaudit	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	lion except per share data)
SI. N I	o	Income a) Revenue from operations b)Other income		Pariculars			-
														Year ended
								30 September 2024	30 September 30 June 2024 2023			30 September 2024	30 September 2023	31 March 2024
								(Unaudited)	(Unaudited) 50,03107 IOI.SO	(Unaudited) 47,483.4 151,3		(Unaudited)	(Unaudited)	(Audited)
								51,793 62 43.84			0 4	1,01,824.69 145.35	93,485.50 192.06	1,91,001 33 294 53 1.91,295.86 4,771 95 1,65,374,31 1,366 65 2,831 95 13,726.
		Total income(a+ b)						51,837.46 50,132.57		47,634.7	4	1,01,970.04	93,677.56 2,510.88 80,632.03 650.42 1,382.28 7,071.47
2 3 4 5 6 7 8 9 lO II		Expenses a) Cost of material and stores and spare pars cons b) Employee benefts expense (refer note 8) c) Finance costs (refer note 8) d) Depreciation and amortisation expense e) Other expenses Total expenses(a+ b+c+d+e)					umed	502 91 45,767.95 284.15 697,18 3,567.07	461.69 44,394.07 281.54 689.76 3,291-0	1,391.8 40,726.9 329.6 696,5 3,680.5	7 8 2 9 9	964,60 90,162.04 565,69 1,386,95 6,858.27
								50,819.26	49,118.26	46,825.6	5	99,937.55	92,247.08	1,88,071.41 3,224.45 (0.69) 3,223.76 271.59 2,952.17 5 I 8.0 0.69 (370 96) 148.13 2,804.04 (318.24) 81. 75 (19.12) (255.61)
	Proft before share of proft of equity accounted investees, exceptional items and tax (1 - 2) Shae of loss of equity accounted investees (net of tax) Proft befre exceptional items and tax (3+4) Exceptional items (gain)l oss (refer note 6) Proft befre tax (5 - 6) Tax expense/(credit) Current tax Income tax relating to previous year Deferred tax Total tax expense Proft for the period(7 -8) Other comprehensive income (i) Items that will not be reclassified subsequently to profit or loss Remeasurement of defned beneft plans Income tax (expense)lcredit relating to items that will not be reclassifed to proft or loss (ii) Items that will be reclassified subsequently to profit or loss Exchange differences in translating fnancial statements of freigoperations Other comprehensive income /(loss) for the period, net of tax Total comprehensive income fr theperiod (9+10)							1,018.20 1,014.31 . 1,018.20 1,014.31 (3.08) (171 26) 1,021.28 1,185.57 128.54 !08.1 OJ I (5.89) (43 61) (33.63) 85.04 68.79 936.24 1,116.78 (113.61) 1 9.43 29.99 (4.91) 225 48 (84.34) 141.86 (69.82)		809.09 (0.47) 808.62 15,87 792.75 203.44 (120,15) 83.29 709.46 (127.38) 26,88 29.40 (71.10)		2,032.49 . 2,032.49 (174.4) 2,206.83 236.85 (5,78) (77.24) 153.83 2,053.00 (94.18) 25.08 141. 14 72.04	1,430.48 (0.36) 1,430.12 15.87 1,414.25 369 09 (145.7) 223.62 1,190.63 (194.46) 47.69 (57.46) (204.23)
								1,078.10 1,046.96		638.36		2,125.04	986.40	2,548.43
12 13 14 15 16	Proft/(loss) attributable to: Owners of the Company Non-controlling interests Other comprehensive income/(loss) attri Owners of the Company Non-controlling interests Total comprehensive income/(loss) attri Owners of the Company Non-controlling interests Paid-up equity share capital (Face value oflNR 10,00 per share) Reserves i.e.Other equity Eaing per equit share (a) Basic (in INR) (b)Diluted(in INR)				buta butab	ble to: le to:		923.89 1,038.10 12.35 78.68 139.32 (60 82) 2.54 (9.00) 1,063.21 977 28 14.89 69.68 1,486.26 1,485.10		719.26 (9 80) (59 79) (11. I) 659.7 (21.11) 1,484.20		1,961.97 91,03 78.50 (6.46) 2,040.47 84.57 1,486,26	1,197.37 (6.74) (198.24) (5,99) 999.13 (12.73) 1,484.20	2,778.56 25.48 (236.41) (19.20) 2,542.15 6.28 1,485 10 26.504,83
17			)					(not annualised)	(not annualised)	(not annualised)		(not annualised)	(not annualised)	(annualised)
								6.15 6.10	6.99 6.94	4.85 4.82		13.21 13.12	8.07 8.03	18.72 18,61

See accompanymg notes to the financial results

266

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 103: CIN No. L74140KA2007PLC043909

Consolidated Balance Sheet as at 30 Seotember 2024 Particulars	Consolidated Balance Sheet as at 30 Seotember 2024 Particulars	As al 30 September 2024	(INR in million) As al 31 March 2024
		(Unaudited)	(Audited)
A I 2 B I 2 3	ASSETS Non-current assets Propery, plant and equipment Right-of-use assets Capital work-in-progess Goodwill Other intangible assets Intangible assets under development Financial assets Investments Other fnancial assets Deferred tax assets (net) Income tax assets (net) Other non-current assets Total non-current assets Current assets Inventores Financial assets Investments Trade receivables -Billed -Unbilled Cash and cash equivalents Bank balances other than cash and cash equivalents above Loans Other fnancial assets Other curent assets Total current assets Asset classifed as held for sale Total Assets EQUITY AND LIABlLITlES Equity Equity share capital Other equity Total equity attributable to equity holders of the Company Non-controlling interests Total equity Liabilities Non-current liabilities Financial liabilities Borrowings Lease liabilities Provisions Total non-current liabilities Current liabilities Financial liabilities Borrowings Trade payables Lease liabilities Other fnancial liabilities Income tax liabilities (net) Provisions Other current liabilities Liabilities directly associated with assets classifed as held for sale Total current liabilities Total Liabilities Total Equit and Liabilities	1,823.75 3,895.1 5.78 10,146.19 824 52 15185 366.57 1,410 74 1,606.92 5,104.64 559 01 25,895.38	1,960.37 4,220.66 26.07 10,038.63 732.93 299.50 366.57 1,880.60 1,504.01 5,127.33 589.53 26,746.20
		67.87 1,001.6 16,762.78 13,695.23 4,450.30 415.32 12 IO 360.28 1,478.12	71.28 562.79 15,388.29 12,333.00 5,201.25 251.39 8.65 244.18 1,663.32
		38,243.56 - 64.138.94 l,486 26 27.697.76 29,184.02 1.678.77	35,724.15 80.08 62,550.43 1,485.10 26.504.83
			27,989.93 1,656.09
		30,862.79	29,646.02
		14.06 3,021.76 3.718 54 6,754.36 2,512.37 1,182.42 1,356.00 15,397.73 220.04 220.16 5,633.07 26,521.79 - 26,521.79 33,276.15	17.58 3,258.60 3.361.59 6,637.77 3,677.78 1,175.58 1,427.18 13,731.19 204.99 334.04 5,689.92 26,240.68 25.96 26,266.64 32,904.41 -
		64 138.94	62.550.43
See accompanying notes to the fnancial results

267

Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 10 CIN No L74140KA2007PLC043909 Statement of Consolidated Cash nows for the halfyear ended 30 September 2024	3; (Amount in INR milion)
Particulars	For the hairyear ended
	30 September 2024 30 September 2023 (Unaudited) 2,053.00 153,83 (176 90) - (31 49) (8.5) (65.12) 0.4 I (0.62) (29.01) 43.36 565.69 1,386.95 (255-21) 582.71 14.43 4,233.58 3.41 (3,045.15) 201. 93 2146 2,150.83 3,566.06 (128.81) 3,437.25 (471.77) 6.34 171.10 (409.14) (227.45) 51.28 26.92 (Unaudited) 1,190.63 223.62 - 15.87 (47 88) (6 76) (76.27) 6 34 - (20.2) 124.79 650.42 1,382.28 418.1 18.64 (26.74) 0.36 3,853.29 (29.62) (2,640.50) (431.85) 74.19 1.904.98 2,730.49 (412,85) 2,317.64 (471.25) (61 38) (67.80) 583.98 70.67
Cash flows fom operating activities Profit afer tax Adjustments to reconcile net proft to net cash provided by operating activities: Tax expenses Exceptional items [refer note 6] -Gain on sale of Labour Law Compliance (LLC) Division -Others Interest income on tenn deposits Amorised cost adjustments for fnancial instruments Interest on income tax refunds Loss on sale of propery, plant and equipment, net Gain on sale of investments in mutua] funds Fair value gain on fnancial assets desigated at fair value through proft or loss Employee stock option cost Finance costs Depreciation and amorisation Expected credit Loss on fnancial assets Bad debts wrtten off Foreig exchange gain, net Share of loss of equity accounted investees Operating cash fows before working capital changes Changes in operating assets and liabilities Changes in inventories Changes in trade receivables and unbilled revenue Changes in loans, other fnancial assets and other assets Changes in trade payables Changes in other fnancial liabilities, other ]iabilities and provisions Cash generated from operations Income taxes (paid), net Net cash fows fom operating activities (A) Cash fows fom investing activities Expenditure on propery, plant and equipment and intangibles Proceeds fom sale of propery, plant and equipment and intangibles Proceeds fom sale of division of a subsidia[refr note 6] Purchase of mutual fund Placement of bank deposits Redemption of bank deposits Interest received on tenn deposits Net cash from/(used in) in investing activities (B) Cash fows from fnancing activities Proceeds fom tenn loans Repayment of ter loans Proceeds fom shor tenn borrowings Repayment of short ter borowings Proceeds from/(repayment of) short-term borowings Payment oflease liability Proceeds from issue of equity shares.net of share issue expenses Payment of stamp duty in relation to merger and issue of shares in earlier year Payment of dividend to non-controlling interest of subsidia. Dividends paid Interest paid Others Net cash (used in)/from in financing activities (C) Net increase/(decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period Effect of exchange rate fuctuations on cash and cash equivalents Cash and cash equivalents at the end of the period Components of cash and cash equivalents Cash in hand Balances with banks In curent accounts In EEFC accounts In deposit accounts (with orginal maturty ofless than 3 months) Cash and cash equivalents in consolidatedbalance sheet
	(852.72) 54.22
	(64.90) 46,602.45 (48,610.35) 903.99 (991.91) 1.07 (60.83) (891.75) (240,06) (3.00) 79,94 (56.15) 3,321. 91 (3,630.99) (299.51) (941. 28) 2.45 (124.64) (324,08)
	(3,355.29) (770.76) 5,201.25 19 81 4,450.30 5.95 4,435.18 9,17 (1,972.35) 399.51 4,375.74 (7.71) 4,767.54 9.39 4,701.98 43.74 12.43
	4,450.30 4,767.54
The disclosure for the half year ended 30 September 2024 and 30 September 2023 are prepared in compliance with Indian Accountin Reporing,

268

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No. L 74 l 40KA2007PLC043909

Based on the "management approach" as defined in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group performance and allocates resources based on an analysis of various performance indicators by business segments.

Statement of consolidated unaudited segment wise revenue, results, assets and liabilities for the auarter and half year ended 30 September 2024

(!NII in million)

Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)
SI. N	o Particulars			Conso			lida led Halfyear ended Year ended 30 September 30 September 31 March 2024 2024 2023
				Quarter ended			Halfyear ended 30 September 30 September 2024 2023
				30 September 2024	30 June 2024	30 September 2023	30 September 2024		31 March 2024
				I Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited) 65,358.94 13,953.96 11,475.25 2,697.35	(Audited) 1,34,422 84 28,007.37 23,400.26 5.)70.86
I		Segment revenue a) Workfrce management b) Operating asset management c) Global technology solutions d)Product led business		37,472.79 7,680.46 6,247.06 393.31	36,218,99 7,325.35 6,100.60 386.13	33,152 73 7,054.60 5,842.65 1.433.2	73,691 78 15,005.81 12,347.66 779.44
		Total		51,793.62	50,031.07	47,483.40	1,01,824.69	93,485.50	1,91,001.33
2		Segment results a) Workforce management b) Operating asset management c) Global technology solutions d)Product led business		916.10 371.69 1,093.03 (75.52)	885.03 351.0 1,069.94 (84.06)	871.73 351 52 1,041.17 (202.15)	1,801.13 722.99 2,162.97 (159.58)	1,703.98 659 62 2,042.92 (458.16)	3,511.82 1,409.83 4,252.98 (628.9)
			expense ccounted investees{net of tax)	2,305.30 2,222.21 349.61 338 10 697.18 689.76 284.15 28L54 43.84 IOI 50 . -		2,062.27 4,527.51 378.31 687 73 696 59 1,386.95 329,62 565.69 151.34 145 35 (0.47)		3,948.36	8,546.14
								677 24 1,382 28 650.42 192.06 (0.36)	1,417 62 2,831.95 1,366.65 294.53 _(0 _69)
			x	1,018.20 1,014.31 (3.08) (171.26)		808.62 2,032.49 15.87 (174.34) 792.75 2,206.83		1,430.12 15.87 l.414.25	3,223.76 271.9 2,952.17
		Profit befre tax		1,021.28 1,185.57
3		Segment assets a) Workforce management b) Operating asset management c) Global technology solutions d) Product led business e)Unallocated		19,184 27 14,619.83 15,184.37 1,606.62 13,543.85	19,320.79 13,853.91 15, I 88.6 1,686.84 13,191.43	19,796.64 19,184.27 14,392.45 14,619.83 15,240.84 15,184.37 2,555.57 1,606.62 11,952.20 13,543.85		19,796.64 19,004.98 14,392.45 13,950.95 15,240.84 15,018.86 2,555.57 1,588.01 11,952.20 12,987.63
		Total		64,138.94	63,241.53	63.937.70	64,138.94	63,937.70 62,550.43
4	Segment liabilities a) Workforce management b) Operating asset management c) Global technology solutions d) Product led business e)Unallocated			16,217 24 6,581.45 6,923.27 1,212.47 2,341 72	14,819.99 6,195.07 7,038.76 1,277.47 3,169.74	14,770.23 5,573.86 7,402.74 2,31183 5,237 65	16,217.24 6,581 45 6,923.27 1,212 47 2,341.72	14,770.23 14,269.4 5,573.86 5,982.45 7,402.74 7,310 62 2,311.83 1,368 42 5.237.65 3,97 8
	Total			33,276.15	32,501.03	35,296.31	33,276.15	35.296.31 32,904.41

See accompanying notes to the financial results

269

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 103; CIN No. L74140KA2007PLC043909

Consolidated unaudited financial results for the quarter and half year ended 30 September 2024

Notes for the quarter and half year ended 30 September 2024:

The consolidated financial results ofQuess Corp Limited ("the Company") including its subsidiaries (collectively known as the "Group") (as mentioned in Appendix 1 to these notes) for the quarter and half year ended 30 September 2024 have been taken on record by the Board of Directors at its meeting held on 28 October 2024. The statutory auditors have expressed a qualified conclusion on the consolidated financial results for the quarter and half year ended 30 September 2024. These consolidated financial results have been extracted from the interim consolidated financial information
2 The consolidated financial results have been prepared in accordance with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
3 The consolidated unaudited financial results and the review report of the Statutory Auditors is being filed with Bombay Stock Exchange ("BSE") and National Stock Exchange ("NSE") and will be made available on the Company's website www quessc.orp.com.
4 During fiscal year 2020, the Regional PF Commissioner ("RPFC") passed an order under Section 7-A of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 ("Act") demanding INR 716.56 million on the grounds that it failed to ·remit Provident Fund ("PF") on wages for its employees for the period from April 2018 to March 2019 for certain components of salary. The Company filed an appeal before the Central Government Industrial Tribunal ("CGIT") under section 7-1 of the Act challenging the Employees' Provident Fund Organisation's ("EPFO") order along with the application under Section 7-0 of the Act seeking a waiver from pre-deposit of the alleged Provident Fund Contributions till the final disposal of the Appeal The CGIT after hearing the submissions made by the parties passed an Order allowing complete waiver from any pre-deposit and also staying the operation of the EPFO order The matter has been adjourned to IO December 2024. The Company has taken external independent legal advice as per which the EPFO's order is prima facie erroneous and unsustainable in law and therefore will not be sustained on ultimate resolution,
5 Income Tax matters:
During the previous quarters, the Company received assessment orders for fiscal 2018, 2019 and 2020: and draft assessment order for fiscal 2021 in which primarily deduction under section 80JJAA of the Income Tax Act ('IT Act') and depreciation on goodwill has been disallowed.

The Income Tax department disallowed the claim under section 80JJAA of the IT Act on the grounds of non-existence of employer - employee relationship in respect of associate employees of the Company, Additionally, the Income Tax Department also disputed the interpretations adopted by the Company for computing the deduction under section 80JJAA by disallowing claims for:

additional employees whose emoluments exceed Rs.25,000 in a month but the average emoluments for these additional employees does not exceed Rs.25,000 in a month during the service period;
additional employees who have served more than 240 days in a year but are not an employee on March 31 of the respective financial year for which the claim is availed; and
employees for whom which the employer's contribution of provident fund for any part of the year is paid by the Government under Employee Pension Scheme (EPS) but the entire employer's contribution is not reimbursed by the Government during the year.

The Company filed an appeal with the Income Tax Appellate Tribunal against the assessment orders for fiscal 2018, 2019 and 2020 and believes that the tax treatment availed by the Company for deductions under 80JJAA and depreciation on goodwill are valid and will be sustained on ultimate resolution supported by external opinions from legal counsel and other tax experts. Additionally, the Company filed similar objections against the draft assessment order for fiscal 2021 with the Dispute Resolution Panel.

During the quarter, the Dispute resolution Panel rejected the objections filed by the Company for fiscal 2021 on similar lines of fiscal 2018, 2019 and 2020. The assessement order for fiscal 2021 was received subsequently on 28 October 2024. The Company will file an appeal before the Income Tax Appellate Tribunal.

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 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 80JJAA will be sustained upon ultimate resolution by the Income Tax Authority.

Pending resolution of these Income Tax disputes, the Group has disclosed a contingent liability of INR 1,631,07 million towards demands including interest in the order for these fiscal years.

The Company continues to maintain its stand on the manner of claiming the 80JJAA deduction and accordingly 80JJAA•deduction (reduced from taxable income) of INR 1,079.34 million is claimed for the quarter and INR 2,015.94 million for half year ended 30 September 2024 (year ended 31 March 2024: INR 4,161.85 million) by the Company and its one subsidiary. The Company believes that such deduction, including its quantum, has been validly and consistently claimed, in conformity with its interpretation of the statute.

270

6 Exceptional items:

i) During the quarter and half year ended 30 September 2024, the Company incurred certain transaction costs amounting to INR 3 02 million and INR 2,56 respectively towards scheme of demerger as explained in below note which is disclosed under exceptional items.

ii) During the half year ended 30 September 2024, Alldigi Tech Limited (Alldigi), a subsidiary of the Company, completed sale of its Labour Law Compliance (LLC) division forming part of Global Technology Solutions segment for a consideration of INR 221.1 million resulting in a gain of INR 170.80 million presented as exceptional item.

iii) During the quarter, Alldigi has transferred few of its customer contracts pertaining to payroll compliance business to the buyer of LLC division, pursuant to the request of those customers in order to avail all their statutory compliance services from one service provider and recorded a gain of INR 6.1 million, which is presented under exceptional item for the quarter and six months ended 30 September 2024.

7 During the year ended 31 March 2024, the Board of Directors of the Company, approved the Composite Scheme of Arrangement amongst the Company, Digitide Solutions Limited ("Resulting Company 1 or Digitide") and Bluspring Enterprises Limited ("Resulting Company 2 or Bluspring) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder ("Scheme").

The Scheme provides for the following:

(a) the demerger of the Company's undertakings (Divisions and investments) engaged in Business Process Management (BPM) solutions, Insurtech and Human Resource Outsourcing (HRO) business into Digitide and in consideration, Digitide will issue new equity shares to all the equity shareholders of the Company in accordance with the Share Entitlement Ratio of one new equity share of Digitide to one equity share of the Company.

(b) the demerger of the Company's undertakings (Divisions and investments) engaged in Facility Management, Industrial Services and Product led businesses into Bluspring and in consideration, Bluspring will issue new equity shares to all the equity shareholders of the Company in accordance with the Share Entitlement Ratio of one new equity share of Bluspring to one equity share of the Company.

The Scheme is subject to receipt of requisite approvals from National Company Law Tribunal, Bengaluru Bench ("Tribunal") and other statutory and regulatory authorities, and approval of the requisite majority of the shareholde:s and creditors of the Companies, under applicable law,

8 During the Quarter, the Company has changed its accounting policy for presentation of net interest cost on defined benefit obligation from employee benefits expense to finance cost as this results in providing reliable and more relevant information 'about the financial performance of the Company. Pursuant to change in the accounting pol icy, the Company has reclassed the prior period figures. The impact on employee benefits expense and finance cost for the periods presented is as under:

Particulars		*(INR in mfllio11s)*	*(INR in mfllio11s)*	*(INR in mfllio11s)*
		Quarter ended Half year ended		Year ended
	30 September 2024 30-Jun-24		30 September 2023 30 September 30 September 2024 2023	31 March 2024
Decrease in Employee benefts expense	(65) 65 (46) 46		(48) (112) (97)	(193)
Increase in Finance cost	65		48 112 97	193
Net impact on consolidated fnancial result	~~-~~	~~-~~	~~-~~ ~~-~~ ~~-~~	~~-~~

for and on behalf of Board of Directors of Quess orp Limited Exec111i1 Director (Who{ DIN: 07596207 Place: Bengaluru

Date: 28 October 2024

271

ppcdix - I
Nature
Subsidiary/Step-subsidiary:
Associate:
Joint venture:
S. No.
I
2
3
Entity name
Brainhunter Systems Ltd.
Mindwire Systems Limited
MFXInfotech Private Limited (Merged with Quess Corp Ltd w e. 1 December 2023)
4
Quess (Philippines) Corp.
5
Quess Corp (USA) Inc.
6
Quess Corp Holdings Pte. Ltd.
7
Quessglobal (Malaysia) Sdn.Bhd.
8
MFXchange Holdings, Inc.
9
MFXchange US, Inc
IO
Quess Corp Lanka (Private) Limited
I I
Quesscorp Singapore Pte Ltd (formerly known as Comte] Solutions Pte Limited)
12
Quess East Bengal FC Private Limited
13
Excelus Learing Solutions Private Limited
14
Conneqt Business Solutions Limited (Merged with Quess Corp Ltd w e f l December 2023)
15
Vedang Cellular Serices Private Limited
16
Quess Interational Services Private Limited (formerly known as Golden Star Facilities
and Services Private Limited)
17
Quess Selection & Serices Pte Ltd (forerly known as Comtelpro Pte. Ltd.)
18
Quess Malaysia Digital Sdn Bhd (formerly know as Comtelink Sdn Bhd )
19
Monster.com.SG PTE Limited
20
Monster.com.HK Limited
21
Agensi Pekerjaan Monster Malaysia Sdn Bhd (formerly known as Monster Malaysia Sdn Bhd)
22
Monster.com (India) Private Limited
23
Quess Cor Vietnam LLC
24
Qdigi Serices Limited (till 31 March 2024)
25
Greenpiece Landscapes India Private Limited (Merged with Quess Corp Ltd w.e.f 1 December 2023)
26
Quesscorp Management Consultancies (forerly known as Styracorp Management Services)
27
Quesscorp Manpower Supply Serices LLC [forerly known asS MSManpower Supply Services (LLC)]
28
Alldigi Tech Limited (formerly known as Allsec Technologies Limited)
29
Alldigi Tech Inc.,USA (forerly known as Allsectech Inc., USA)
30
Allsectech Manila Inc,, Philippines
31
Quess Serices Limited (till 20 March 2024)
32
Trimax Smar Infraprojects Private Limited
33
Terrier Security Services (India) Private Limited
34
Heptagon Technologies Private Limited
35
Billion Careers Private Limited
36
Quess Cor NA LLC (w.e f 17 May 2022)
37
Stellarslog Technovation Private Limited (w.e.f7 April 2022)
38
Quess Recruit, Inc.(w.e.f 1 January 2024)
39
Agency Pekerjaan Quess Recruit Sdn.Bhd,(w.e,f 1 July 2023)
40
Quess GTS Canada Holdings Inc.(w.e.f5 October 2023)
41
Digitide Solutions Limited (w.e.f 10 Februar 2024)
42
Bluspring Enterprises Limited (w.e.f 11 Febrary 2024)
Quess Recrit, Inc (till 31 December 2023)
2
Agency Pekerjaan Quess Recrit Sdn.Bhd. (till 30 June 2023)
Himmer Industrial Serices (M) Sdn. Bhd. (till 4 March 2024)

272

Deloitte Haskins & Sells LLP

Chartered Accountants

Prestige Trade Tower, Level 19 46, Palace Road, High Grounds Bengaluru-560 001 Karnataka, India

Tel: +91806188 6000 Fax: +91 80 6188 6011

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF QUESS CORP LIMITED

We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of QUESS CORP LIMITED ("the Company"), for the quarter and half year ended 30 September 2024 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").
This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (!CAI). A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion .

. 4. Basis for Qualified Conclusion

As stated in note 7 to the Statement, certain tax deductions claimed by the Company and recognised in computation of income tax expense in the current and preceding periods have been disallowed by the Income Tax Authority. The disallowance has been challenged by the Company in a judicial forum. The Company, supported by external opinions from legal counsel and other tax experts, has assessed the basis of the disallowances and concluded that it is probable that these deductions will be accepted upon ultimate resolution.

In January 2024, as described in note 7 to the Statement, another regulatory authority has made certain observations (referred to as "new information") 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. The Company has taken into consideration this new information and continues to believe that it is probable that these deductions upon ultimate resolution will be accepted by the Income Tax Authority.

As a result of the uncertainty in respect of the outcome in the aforesaid matter, pending ultimate resolution and acceptance by the Income Tax Authority, we are unable to comment whether any adjustments are necessary.

This matter was also qualified in our report on the financial results for the quarter ended 30 June 2024 and for the year ended 31 March 2024.

Regd. Office: One International Center, Tower 3, 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

273

Deloitte Haskins & Sells LLP

5. Qualified Conclusion

Based on our review conducted as stated in paragraph 3 above, except for the possible effects of the matter described in paragraph 4 above, nothing has come to our attention that causes us to believe that the accompanying Statement has not been prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, and has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. Emphasis of Matter

We draw attention to note 6 of the Statement, regarding the demands received by the Company in respect of provident fund and contingency related to the pending litigation on the said matter.

Our conclusion on the Statement is not modified in respect of this matter.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)

Gurvinder Singh Partner Membership No. 110128 UDIN: 24110128BKBGZY7890

Place: Bengaluru Date: 28 October 2024

274

Par1. Statement of standalon	Par1. Statement of standalon	Quess Registered Ofce: Quess House, 3/3/2, Be e unaudited financial resultsfrthe auaer	Corp Limited llandur Gate, Sarjapur Road, Bengaluru 560 103; and half vear ended 30 Seotember 2024	Corp Limited llandur Gate, Sarjapur Road, Bengaluru 560 103; and half vear ended 30 Seotember 2024	Corp Limited llandur Gate, Sarjapur Road, Bengaluru 560 103; and half vear ended 30 Seotember 2024	(INR inmillionsexcept oer share data)	(INR inmillionsexcept oer share data)	(INR inmillionsexcept oer share data)	(INR inmillionsexcept oer share data)
SI. No		Particulars	Quarer ended			Standalone Halfvear ended Year ended
							Halfvear ended		Year ended
			30 September 2024	30 June 2024	30 September 2023*		30 September 2024 (Unaudited)	30 September 2023 (Unaudited)*	31 March 2024 (Audited)
			_Unaudited)	(Unaudited)	(Unaudited)
1	Income a) Revenue fom operations bl Other income		43,819.06 870,01	42,119.37 363.40	38,508.46 440.63		85,938.41 1,233.45	75,703.24 590.93	1,55,711.84 1.611.69
	Total income(a+b)		44,689.07	42,482.77	38,949.09		87,171.86	76,294.17	I ,57,323.53 1,877.91 1,38,846 69 1,078.53 1,852.32 9.999,99
2	Expenses a) Cost of material and stores and spae parts consumed b) Employee benefits expense_(refer note JO) c) Finance costs(refer note I OJ_ d) Depreciation and amorisation expense el Other exoenses		502.61 39,437.43 223 27 479.68 2575.48	450,61 520 38 38,027.27 34,131 85 236.44 280.29 478.26 466.10 2.407,69 2.681 44 41,600.27 38,080.06			953.23 77,464.70 459,70 957.94 4.983.14	939.57 67,284.91 551 58 924 60 5,080.88
	Totalexpenses (a+ b+ c+ d+ e)		43,2t8.47				84,818.71	74,781.54	1.53,655.44
3 4 5 6 7 8	Proft befre exceptional items and tax (1 - 2) Exceptional items loss, net_(refer note 8) Profit befre tax (3 - 4) Tax (credit)/expense Curent tax Income tax relating to previous year Deferred tax Total tax (credit)/expense Profit fr the period (5 - 6) Other comprehensive income _Items that will not he reclassified subsequently to proft or loss Remeasurement of defned benefit plans Income tax expense/(credit) relating to items that will not be reclassifed to proft or loss Other comprehensive income/(loss) for the period, net of taxes		1,470.60 3.49 1,467.11 - . (48,83) (48.83) 1,515.94 (98 55) 24.80 (73.75)	882.50 869.03 95,23 143.04 787.27 725.99 - 73.39 (7.19) - (61 02) (118.30) (68.21) (44.91) 855.48 770.90 28,75 (106.82) (7.24) 26.88 21.51 (79.94)			2,353.15 98.73 2,254.42 . (7.19) (109.85) (117.04) 2,371.46 (69.80) 17.57 (52.23)	1,512.63 111.21 1,401.42 152 89 - (127.11) 25.78 1,375.64 (190.02) 47.82 (142.20)	3,668.09 506.24 3,161.85 53.41 - (320.77) (267.36) 3,429.21 (284.90) 72.21 (212.69)
9 10 11	Total comprehensive income fr the period (7+8) Paid-up equity share capital (Face value ofINR 10,00 per share) Reseres i.e. Other eauit		1,442.19	876.99 1,485.10	690.96 1,484.20 (not annualised)		2,319.23 1.233.44 3,216.52 1,486.26 1,484 20 1,485.10 25.404,59 (not a ualised)(not annualised) (annualised) 15.96 9.27 23.11 15.85 9.22 22.97
			1,486 26
12	Eaingsper equitvshare		(not annualised)	(not annualised}
	(a) Basic (in IN) (b)Diluted(in INR)		10.09 10.02	5.76 5.72	5.19 5.16

See accompanying notes to the financial results

*retrospectively restated to give effect to matters stated in note 5

275

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 103; CIN No.L74140KA2007PLC043909

	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengalur 560 103; CIN No.L74140K2007PLC043909
Stan Par	dalone Balance Sheet as at 30 Seotember 2024 ticulars	As at 30 September 2024 (lnaudited)	*(NR in mil/iom)*
			As at 3 I March 2024 (Audited)
A 1 2 B 1 2 3	ASSETS Non-current assets Property, plant and equipment Right-of-use assets Capital work in progress Goodwill Other intangible assets Intangible assets under development Financial assets Investments Loans Other fnancial assets Deferred tax assets (net) Income tax assets (net) Other non-current assets Total non-current assets Current assets Inventories Financial assets Trade receivables Billed Unbilled Cash and cash equivalents Bank balances other than cash and cash equivalents above Loans Other fnancial assets Other curent assets Total current assets Total Assets EQUITY AND LIABILITIES Equit Equity share capital Other equity Total Equity Liabilities Non-current liabilities Financial liabilities Borrowings Lease liabilities Non-curent provisions Total non-current liabilities Current liabilities Financial liabilities Borrowings Lease liabilities Trade payables Total outstanding dues of micro enterprises and small enterrises Total outstanding dues of creditors other than micro enterprises and small enterprses Other fnancial liabilities Income tax liabilities Curent provisions Other curent liabilities Total current liabilities Total Liabilities Total Equit and Liabilities	1,455.63 3,160.68 1 41 3,427.45 444.39 30 78 10,130 19 716 43 970.57 1,I69 66 4,385.83 496.66 26,389.68 56.48 12,955 14 11,154.55 2,834.68 342.78 4.07 431.01 849.11 28,627.82 55 017.50 1,486.26 26,884.57 28,370.83 14.06 2,454.50 3.102.43 5,570.99 1,670.48 1,073.87 167 95 395 34 13,001.19 51_55_ 237,22 4.478.08 21,075.68	1,500.35 3,394.96 0.45 3,427.45 586.49 20.59 10,243.19 560,18 1,504.65 1,042.25 4,435.20 531.53
			27,247.29
			63.22 11,542.17 10,166.72 2,823,04 179,12 3.33 316.33 1,032.40
			26,126.33
			53 373.62 1,485,10 25,404.59
			26,889.69 17.58 2,631.68 2,897.63 5,546.89 3,062.64 1,109.09 134.80 528,70 11,561.93 19.89 228.48 4.291.51 20,937.04 26.483.93 53 373.62
		26,646.67 55,017.50

See accompanying notes to the financial results

276

Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 CIN No. L74l40KA2007PLC043909 Standalone statement of cash fows fr halfyear ended 30 September 2024	103; (/NI in milliom) For the half year ended 30 September 2024 Unaudited) 30 September 2023 Unaudited *
Particulars
Cash fows from operating activities Profit afer tax Adjustments to reconcile net proft to net cash provided by operating activities: Tax expense_I_(credit) Interest on tax refnds Interest on term deposits Loss/(Profit) pn sale of propery, plant and equipment, net Dividend income on investment in subsidiaries Employee stock option cost Loss/(Proft) on sale of investment Interest on loans given to related paries Finance costs Depreciation and amorisation Amorised cost adjustments for fnancial instrments Exceptional items loss [refr note 8 J - Impairent/ (reversal) of impairent on investment, loan and advances of subsidiaries Foreign exchange gain Provision for bad and doubtfl debts, net Bad debts wrtten of Operating cash fows befre working capital changes Changes in operating assets and liabilities Changes in inventories Changes in trade receivables and unbilled revenue Changes in loans, other fnancial assets and other assets Changes in trade payables Changes in other fnancial liabilities, other liabilities and provisions Cash generated from operations Income taes (paid)/ refnd received, net Net cash fows from operating activities (A) Cash fows from investing activities Expenditue on property, plant and equipment and intagibles Proceeds fom sale of property, plant and equipment and intangibles Investment in debentures in subsidiares Proceeds fiom redemption of debentures in subsidiares Dividend received (net of tax deducted at source) Placement of bank deposits Redemption of bank deposits Loans and advances given to related parties Repayment ofloans and advances by related parties Interest received on term deposits Others Net cash from investing activities (B) Cash fows from fnancing activities Payment of stamp duty in relation to merger and issue of shares in earlier yea Shares issued on exercise of employee stock options Proceeds fom working capital loan Repayments of working capital loan Proceeds/(repayments) fom shor ter borowings Payment of term loan Proceeds fom ter loan Repayment of lease liabilities Interest paid Dividend paid Net cash used in fnancing activities (C) Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents al the end of the year Components of cash and cash equivalents Cash on hand Balances with banks In current accounts In EEFC account In deposit accounts (with orginal maturity of less than 3 months) Cash and cash equivalents as per standalone balance sheet	2,371.46 (117.04) (62.97) (27.35) (0.95) (1,015.82) 52.61 (0 62) (22.21) 459.70 957.94 (20.72) 96.17 (0.91) 44.00 330.11 3,043.40 6.74 (2,774 91) 180.47 (100.21) 2.126,23 2,481.72 228.37 2,710.09 (139.80) 1.91 23.00 938.64 (199.43) 23.52 (124.05) 11.18 18,74 3.00) 1,375 64 25 78 (75.17) (25.72) 6.41 (406.32) 33.37 (32.37) 551.58 924,60 (5.15) 111.21 (2.62) 364.39 9 17 2,854.80 5 46 (2,566.01) (298.15) 110 64 1,985.88 2,092.62 (130.28) 1,962.34 (260.99) 34.26 (274.96) 406.32 (27.01) 231.57 (770,89) 851.36 23.86
	550.71 1.07 46,588.44 (48,610.35) 630.38 (4.16) (779.82) (182,97) (891.75) 213.52 (124,64) 1 90 3,321.63 (3,541 26) (299,51) 11.40 (735.90) (279.21)
	(3,249.16) 11.64 2,823.04 (1,645.59) 530.27 1.771.26
	2,834.68 2,301.53
	4,85 2,824.24 5.59 4.0 2,251.72 33.18 12.43
	2,834.68 2,301.53

*retrospectively restated to give effect to matter stated in note 5 See accompanying notes to the financial results

277

Quess Corp Limited Standalone unaudited financial results for the quarter and half year ended 30 September 2024

Notes relating to current quarter and half year ended 30 September 2024:

The standalone financial results of Quess Corp Limited ("the Company") for the quarter and half year ended 30 September 2024 have been approved by the Board of Directors at its meeting held on 28 October 2024 The statutory auditors have expressed a qualified conclusion on the financial results for the quarter and half year ended 30 September 2024, These standalone financial results have been extracted from the interim standalone financial information.
2 Pursuant to the provisions of the Listing Agreement, the Management has decided to publish consolidated unaudited financial results in the newspapers. The standalone unaudited financial results and the review report of the statutory auditors is being filed with Bombay Stock Exchange ("BSE") and National Stock Exchange ("NSE") and will be made available on the Company website www.quesscorp.com.
3 The standalone financial results have been prepared in accordance with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
4 In accordance with Ind AS I 08, Operating segments, segment information has been provided in the consolidated unaudited financial results of the Company and therefore no separate disclosure on segment information is given in these standalone unaudited financial results,
5 The Board of Directors of the Company, at its meeting held on 7 July 2021 approved the Scheme of Amalgamation ("Scheme AAA") among Quess Corp Limited ("Transferee Company) with three of its wholly owned subsidiaries namely MFX Infotech Private Limited and Greenpiece Landscape India Private Limited and Conneqt Business Solutions Limited together known as ("Transferor Companies"). The Hon'ble National Company Law Tribunal, Bengaluru Special Bench pronounced the order on 30 October 2023, approving the aforesaid Scheme AAA from the appointed date of 1 April 2021. The certified true copy of the order was filed with the Registrar of Companies on 30 November 2023.
The Company accounted for the amalgamation by applying the common control guidance in Appendix C to Ind AS 103 - Business Combinations. Consequently, standalone results are restated for the quarter and half year ended 30 September 2023 to give effect to the amalgamation
6 During fiscal year 2020, the Regional PF Commissioner ("RPFC") passed an order under Section 7-A of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 ("Act") demanding INR 716 56 million on the grounds that it failed to remit Provident Fund ("PF") on wages for its employees for the period from April 2018 to March 2019 for certain components of salary. The Company filed an appeal before the Central Government Industrial Tribunal ("COIT") under section 7-1 of the Act challenging the Employees' Provident Fund Organisation's ("EPFO") order along with the application under Section 7-0 of the Act seeking a waiver from pre-deposit of the alleged Provident fund Contributions till the final disposal of the Appeal. The COIT after hearing the submissions made by the parties passed an Order allowing complete waiver from any pre deposit and also staying the operation of the EPFO order. The matter has been adjourned to JO December 2024. The Company has taken external independent legal advice as per which the EPFO's order is prima facie erroneous and unsustainable in law and therefore will not be sustained on ultimate resolution.

7 Income Tax matters:

During the prior quarters, the Company received assessment orders for fiscal 2018, 2019 and 2020 and draft assessment order for fiscal 2021 in which primarily deduction under section 80JJAA of the Income Tax Act ('IT Act') and depreciation on goodwill has been disallowed.

The Income Tax department disallowed the claim under section 80JJAA of the IT Act on the grounds of non-existence of employer - employee relationship in respect of associate employees of the Company. Additionally, the Income Tax Department also disputed the interpretations adopted by the Company for computing the deduction under section S0JJAA by disallowing claims for:

additional employees whose emoluments exceed Rs 25,000 in a month but the average emoluments for these additional employe�s does not exceed Rs 25,000 in a month during the service period;
additional employees who have served more than 240 days in a year but are not an employee on March 31 of the respective financial year for which the claim is availed; and
employees for whom which the employer's contribution of provident fund for any part of the year is paid by the Government under Employee Pension Scheme (EPS) but the entire employers contribution is not reimbursed by the Government during the year.

The Company filed an appeal with the Income Tax Appellate Tribunal against the assessment orders for fiscal 2018, 2019 and 2020 and believes that the tax treatment availed by the Company for deductions under S0JJAA and depreciation on goodwill are valid and will be sustained on ultimate resolution supported by external opinions from legal counsel and other tax experts. Additionally, the Company filed similar objections against the draft assessment order for fiscal 2021 with the Dispute Resolution Panel.

In January 2024, National Financial Reporting Authority ('NFRA'), in an Order relating lo certification for fiscal 2019 to 2021 by an external Chartered Accountant pertaining to claims under S0JJAA 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 S0JJAA 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 S0JJAA will be sustained upon ultimate resolution by the Income Tax Authority.

Pending resolution of these Income Tax disputes, the Company has disclosed a contingent liability of INR 1,513.94 million towards demands including interest in the order for these fiscal years. The Company continues to maintain its stand on the manner of claiming the 80JJAA deduction and accordingly 80JJAA deduction (reduced from taxable income) of INR 1,071.14 million is claimed for the quarter and INR 1,967 34 for half year ended 30 September 2024 (year ended 31 March 2024: INR 4,025.76 million). The Company believes that such deduction, including its quantum, has been validly and consistently claimed, in conformity with its interpretation of the statut

278

8 Exceptional items:

i) During the quarter and half year ended 30 September 2024, the Company assessed the recoverable value ofloan (including interest receivable) for its subsidiaries and other assets, and recognised an impairment loss of INR 0.43 million and INR 5.66 million respectively which is disclosed under exceptional item.
ii) During the quarter and half year ended 30 September 2024, the Company incurred certain transaction costs totalling to INR 3.06 million towards scheme of demerger as explained in below note which is disclosed under exceptional items

iii) Pursuant to internal restructuring, business contracts of a subsidiary of the Company, are being transferred to one of the division of the Company. Therefore, the Company recorded an impairment relating to investment of INR 90 million during the half year ended 30 September 2024.

9 During the year ended 31 March 2024, the Board of Directors of the Company ("Quess"), approved the Composite Scheme of Arrangement amongst the Company, Digitide Solutions Limited ("Resulting Company 1 or Digitide") and Bluspring Enterprises Limited ("Resulting Company 2 or Bluspring) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder ("Scheme").

The Scheme provides for the following:

(a) the demerger of the Company's undertakings (Divisions and investments) engaged in Business Process Management (8PM) solutions, Insurtech and Human Resource Outsourcing (HRO) business into Digitide and in consideration, Digitide will issue new equity shares to all the equity shareholders of the Company in accordance with the Share Entitlement Ratio ofone new equity share ofDigitide to one equity share of the Company.

The Scheme is subject to receipt of requisite approvals from National Company Law Tribunal, Bengaluru Bench ("Tribunal") and other statutory and regulatory authorities, and approval of the requisite majority of the shareholders and creditors of the Companies, under applicable law,

IO During the quarter, the Company has changed its accounting policy for presentation of net interest cost on defined benefit obligation from employee benefits expense to finance cost as this results in providing reliable and more relevant information about the financial performance of the Company. Pursuant to change in the accounting policy, the Company has reclassed the prior period figures, The impact on employee benefits expense and finance cost for the periods presented is as under:

	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**
Particulars	Quarter ended 30 September 30 June 2024 30 September 2023 2024 Half year ended 30 September 2024 30 September 2023				Half year ended
	30 September 2024					30 September 2023	31 March 2024
Decrease in Employee benefits expense	54		46	41	101	82	167
Increase in Finance cost Net impact on standalone financial results	(54) (46) - ~~.~~		(46)	(41)	(101) -	(82)	(167)
		~~.~~		.		~~.~~	.

for and on behalfof Board of Directors of Quess Corp Limited Gurupra .. a r1mvasan Executive 1recror (Who rime director) a11d Group Chief Executive Officer DIN: 07596207 Place: Bengaluru Date: 28 October 2024

279

Annexure 14 A

280

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281

Annexure 14 B

282

Bluspring Enterprises Limited (CIN: U81 I00KA2024PLCl84648)

Standalone Statement of profit or loss

Bluspring Enterprises Limited(CIN: U81 I00K2024PLCl84648)
Standalone Statement of proft or loss		(gures in INR)
Particulars	For half year ended 30 Sep	fr the period 11 Feb 2024 to 31
	2024	March 2024*
Income
Revenue fom operations
Other income
Total income
Expenses
Cost of material and stores and spare parts consumed
Employee benefit expenses
Finance costs
Depreciation and amortisation expense
Other expenses	84,611
Total expenses	84,611
Proft befre share of profit/ (loss) of equity accounted investees,
exceptional items and tax
Share of proft of equity accounted investees (net of income tax)
Profit befre tax	(84,611)
Tax expense
Current tax
Defrred tax
Income tax expenses
Profit fr theyear	(84,611)
*Date of Incorporation 11 Februar 2024
>, . ''l amal Pal Ho Director DIN : 0980879	Din: 07596207

, ''l amal Pal Ho A Director . >r DIN : 0980879

Bengaluru Date : 28 October 2024

Bengaluru Date: 28 October 2024

283

Annexure 15

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284

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285

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November 05, 2024

To,

Board of Directors, Digitide Solutions Limited 3/3/2, Bellandur Gate, Sarjapur Main Road, Bellandur, Bengaluru Karnataka- 560103 , India

Dear Sir/Madam,

Sub: Confirmation on the adequacy and accuracy of disclosure of information pertaining to Digitide Solutions Limited in the format of abridged prospectus in relation to the Composite Scheme of Arrangement between Quess Corp Limited (“Demerged Company” or “Quess”) and Digitide Solutions Limited (“Resulting Company 1” or “DSL”) and Bluspring Enterprises Limited (“Resulting Company 2” or “BEL”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme” or “Scheme of Arrangement”)

This is with reference to engagement letter dated October 17, 2024 with ICICI Securities Limited, entered by Quess Corp Limited (“Demerged Company” or “Quess”) for certifying the adequacy and accuracy of disclosure of information pertaining to Digitide Solutions Limited (“Resulting Company 1” or “DSL”) in the abridged prospectus prepared by DSL and included in the notice to the shareholders and unsecured creditors of Quess for seeking their approval for the Scheme.

The Scheme is pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act and provides for the following:

i. demerger, transfer and vesting of the Demerged Undertaking 1 from the Demerged Company into the Resulting Company 1 on a going concern basis and the consequent issuance of equity shares by the Resulting Company 1 to the shareholders of the Demerged Company in the manner provided for in the Scheme and in accordance with the provisions of Section 2(19AA) of the Income Tax Act, 1961 (“IT Act”) (as defined hereinafter);
ii. reduction and cancellation of the entire pre-scheme share capital of the Resulting Companies 1; and
iii. Listing of the equity shares of Resulting Company 1 on the Stock Exchanges.

SEBI vide its circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 4, 2022, read with SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI Circular”) prescribed requirements to be fulfilled by listed entities when they propose a Scheme of Arrangement. The SEBI Circular, inter alia, provides that in the event a listed entity enters into a scheme of arrangement with an unlisted entity, the listed entity shall disclose to its shareholder’s applicable information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI” ICDR Regulations”).

We have been appointed as the merchant banker for the purposes of compliance with part I (A) paragraph no. 3(a) of the SEBI Circular to certify the adequacy and accuracy of disclosure of information pertaining to unlisted entity.

Accordingly, we have been provided with the abridged prospectus of DSL (‘Abridged Prospectus’ ) as prepared by DSL for inclusion of the same in the shareholder notice and unsecured creditor notice by Quess. The Abridged Prospectus will be circulated to the shareholders of Quess at the time of seeking their approval to the Scheme as a part of the explanatory statement to the notice.

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

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Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by Quess and DSL and as per discussions with their management, directors and officers, we confirm that the information contained in the Abridged Prospectus of DSL is adequate and accurate in terms of the SEBI Circular read with SEBI Circular on Disclosures in the abridged prospectus dated February 4, 2022 and Part E of Schedule VI of the SEBI ICDR Regulations.

The above confirmation is based on the information and documents provided by Quess and DSL, explanations provided by the management of and information available in public domain. Wherever required, appropriate representations from Quess and DSL have also been obtained. This certificate is based on such information and explanations as are received or provided till the date of this Certificate. We have relied on the financial information and representations provided to us on an as is basis and have not carried out an audit or investigation of such information. Our scope of work does not constitute an audit or investigation for financial information and accordingly we do not express an opinion on the fairness of the financial information referred to in the Abridged Prospectus and have assumed that the same is complete and accurate in all material aspects on an as is basis. This Certificate is a specific purpose certificate issued in terms of and in compliance with the SEBI Circular and hence it should not be used for any other purpose or transaction. This certificate is not, nor should it be construed as our opining or certifying the compliance of the proposed Scheme of Arrangement with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon, in their respective jurisdiction, except for the purpose expressly mentioned herein. For the purpose of this certificate, we have made no investigation of, and assume no responsibility for the title to assets or liabilities against the companies. We are not responsible for the unauthorized use of this certificate. We shall not assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available except expressly mentioned herein.

We express no opinion whatsoever and make no recommendation at all on the Company’s decision to affect the Scheme or how the holders of equity shares and/or unsecured creditors should vote at their respective meetings held in connection with the proposed Scheme. We do not and should not be deemed to have expressed any views on any terms of the Scheme or its success. We also express no opinion, and accordingly accept no responsibility for or as to the price at which the equity shares of Quess will trade following the Scheme or as to the financial performance of Quess and DSL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in Quess or any of its related parties. We shall not be liable for any losses whether financial or otherwise or expenses arising directly or indirectly out of the use of or reliance on the information set out here in this certificate. In the ordinary course of business, ICICI Securities Limited and its affiliates are engaged in securities trading, securities brokerage and investment activities, as well as providing investment banking and investment advisory services. In the ordinary course of its trading, brokerage and financing activities, any member of the ICICI Securities Limited may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of any company that may be involved in the transaction.

Yours faithfully:

For ICICI Securities Limited

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Name: Sumit Singh Designation: Vice President

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

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November 05, 2024

To,

Board of Directors, Bluspring Enterprises Limited

3/3/2, Bellandur Gate, Sarjapur Main Road, Bellandur, Bengaluru Karnataka- 560103 , India

Dear Sir/Madam,

Sub: Confirmation on the adequacy and accuracy of disclosure of information pertaining to Bluspring Enterprises Limited in the format of abridged prospectus in relation to the Composite Scheme of Arrangement between Quess Corp Limited (“Demerged Company” or “Quess”) and Digitide Solutions Limited (“Resulting Company 1” or “DSL”) and Bluspring Enterprises Limited (“Resulting Company 2” or “BEL”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme” or “Scheme of Arrangement”)

This is with reference to engagement letter dated October 17, 2024 with ICICI Securities Limited, entered by Quess Corp Limited (“Demerged Company” or “Quess”) for certifying the adequacy and accuracy of disclosure of information pertaining to Bluspring Enterprises Limited (“Resulting Company 2” or “BEL”) in the abridged prospectus prepared by BEL and included in the notice to the shareholders and unsecured creditors of Quess for seeking their approval for the Scheme.

The Scheme is pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act and provides for the following:

i. demerger, transfer and vesting of the Demerged Undertaking 2 from the Demerged Company into the Resulting Company 2 on a going concern basis and the consequent issuance of equity shares by the Resulting Company 2 to the shareholders of the Demerged Company in the manner provided for in the Scheme and in accordance with the provisions of Section 2(19AA) of the Income Tax Act, 1961 (“IT Act”) (as defined hereinafter);
ii. reduction and cancellation of the entire pre-scheme share capital of the Resulting Companies 2; and
iii. Listing of the equity shares of Resulting Company 2 on the Stock Exchanges.

Accordingly, we have been provided with the abridged prospectus of BEL (‘Abridged Prospectus’ ) as prepared by BEL for inclusion of the same in the shareholder notice and unsecured creditor notice by Quess. The Abridged Prospectus will be circulated to the shareholders of Quess at the time of seeking their approval to the Scheme as a part of the explanatory statement to the notice.

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

306

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Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by Quess and BEL and as per discussions with their management, directors and officers, we confirm that the information contained in the Abridged Prospectus of BEL is adequate and accurate in terms of the SEBI Circular read with SEBI Circular on Disclosures in the abridged prospectus dated February 4, 2022 and Part E of Schedule VI of the SEBI ICDR Regulations.

The above confirmation is based on the information and documents provided by Quess and BEL, explanations provided by the management of and information available in public domain. Wherever required, appropriate representations from Quess and BEL have also been obtained. This certificate is based on such information and explanations as are received or provided till the date of this Certificate. We have relied on the financial information and representations provided to us on an as is basis and have not carried out an audit or investigation of such information. Our scope of work does not constitute an audit or investigation for financial information and accordingly we do not express an opinion on the fairness of the financial information referred to in the Abridged Prospectus and have assumed that the same is complete and accurate in all material aspects on an as is basis. This Certificate is a specific purpose certificate issued in terms of and in compliance with the SEBI Circular and hence it should not be used for any other purpose or transaction. This certificate is not, nor should it be construed as our opining or certifying the compliance of the proposed Scheme of Arrangement with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon, in their respective jurisdiction, except for the purpose expressly mentioned herein. For the purpose of this certificate, we have made no investigation of, and assume no responsibility for the title to assets or liabilities against the companies. We are not responsible for the unauthorized use of this certificate. We shall not assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available except expressly mentioned herein.

We express no opinion whatsoever and make no recommendation at all on the Quess’s decision to affect the Scheme or how the holders of equity shares and/or unsecured creditors should vote at their respective meetings held in connection with the proposed Scheme. We do not and should not be deemed to have expressed any views on any terms of the Scheme or its success. We also express no opinion, and accordingly accept no responsibility for or as to the price at which the equity shares of Quess will trade following the Scheme or as to the financial performance of Quess and BEL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in Quess or any of its related parties. We shall not be liable for any losses whether financial or otherwise or expenses arising directly or indirectly out of the use of or reliance on the information set out here in this certificate. In the ordinary course of business, ICICI Securities Limited and its affiliates are engaged in securities trading, securities brokerage and investment activities, as well as providing investment banking and investment advisory services. In the ordinary course of its trading, brokerage and financing activities, any member of the ICICI Securities Limited may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of any company that may be involved in the transaction.

Yours faithfully:

For ICICI Securities Limited

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Name: Sumit Singh Designation: Vice President

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

307

Annexure 16

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Deloitte Haskins & Sells

We carried out our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India ("ICAI") and Standards on Auditing specified under Section 143(10) of the Companies Act 2013. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Further our examination did not extend to any other parts and aspects of a legal or proprietary nature in the aforesaid Scheme.

Opinion

Based on our examination and according to the information and explanations provided to us by the Management of the Resulting Company 1, we are of the opinion that the accounting treatment mentioned in Clause 28.2 of Part IV of the Scheme is in compliance with the provisions of Sections 230 to 232 of the Companies Act, 2013 with reference to its compliance with the applicable Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the rules made thereunder, and Other Generally Accepted Accounting Principles in India, as applicable.

Restriction on Use

This certificate is issued at the request of the Resulting Company 1 for onward submission to the National Company Law Tribunal (NCLT), Securities and Exchange Board of India (SEBI), Stock Exchange(s) and Regional Director, Ministry of Corporate Affairs. This certificate should not be used for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For Deloitte Haskins & Sells Chartered Accountants (Firm's Registration No. 0080725)

Place: Bengaluru Date: February 25,2024

\f. Ambnd Subramanian j--J \J Partner (Membership No. 110815) UDIN: 24110815BKFIDF7974

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Annexure 17

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Annexure 18

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Annexure 19

FORM NO. GNL-1

[Pursuant to rule 12(2) of the Companies

(Registration offices and Fees) Rules,2014]

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Form for filing an application with Registrar of Companies

Form language English Hindi Note - All fields marked in are to be mandatorily filled. *

- Category of applicant

Company

- Name of office of the registrar of Companies (RoC) to which application is being made

Registrar of Companies, Karnataka

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----- Start of picture text -----

L74140KA2007PLC043909 Pre-fill
----- End of picture text -----

(a) Corporate identity number (CIN) or foreign company registration number (FCRN) of the company or RUN reference number (Service request number (SRN) of RUN )
(b) Global location number (GLN) of company

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----- Start of picture text -----

4. (a) Name of the company QUESS CORP LIMITED
(b) Address of the
3/3/2, Bellandur Gate, Sarjapur Main Road, NA
registered office or Bangalore
of the principal place
Bangalore
of business in India Karnataka
of the Company 560103
India
----- End of picture text -----

(c) e-mail ID of the company CO*****RP.COM
Details of applicant (in case category is others)

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----- Start of picture text -----

(a) Name
(b) Address Line I
Line II
(c) City
(d) State
(e) ISO country code
(f) Country
(g) Pin code
(h) e-mail ID
----- End of picture text -----

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*Application filed for

Compounding of offences

Extension of period of annual general meeting by three months Scheme of arrangement, amalgamation

Others

If Others, then specify

Page 1 of 4

326

8. Details of application*

Company Application Under Section 230 of the Companies Act,2013

In case of application for compounding of offences, provide the following details
(a) Whether application for compounding offence is filed in respect of

(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details
(c) Details of person(s) for whom the application is being filed Company Director Manager or Secretary or CEO or CFO Other (b) Number of person(s) for whom the application is being filed (i) Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category (ii) DIN or income-tax PAN or passport number Pre-fill Name Category (iii) Pre-fill Name DIN or income-tax PAN or passport number Category (iv) Pre-fill Name DIN or income-tax PAN or passport number Category (v) Pre-fill Name DIN or income-tax PAN or passport number Category (vi) Pre-fill Name DIN or income-tax PAN or passport number Category (vii) Pre-fill Name DIN or income-tax PAN or passport number Category (viii) Pre-fill Name DIN or income-tax PAN or passport number Category
	Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category	Pre-fill
	DIN or income-tax PAN or passport number Pre-fill Name Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category

Page 2 of 4

327

(d) Whether application is being filed

Suo-motu In pursuance to notice received from RoC or any other competent authority

(e) Notice number and date of notice

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(f) Section for which application is being filed

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(g) Brief particulars as to how the default has been made good

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----- Start of picture text -----

10. In case of application is made for extension of period of an AGM, mention financial (DD/MM/YYYY)
year end date in respect of which the application is being filed
11.(a) Service request number of Form MGT-14
[(b) Date of passing special or ordinary resolution] (DD/MM/YYYY)
(c) Date of filing form MGT-14 (DD/MM/YYYY)
----- End of picture text -----

In case of application is made for extension of period of an AGM, mention financial
Total amount of stamp duty paid or stamp paper

Page 3 of 4

328

Attachments

Board Resolution
Scheme of arrangement, amalgamation
Detailed application*
Copy of notice received from RoC or any other competent authority
Other attachments - if any

Verification

	List of attachments
Attach	ANNEXURE G.pdf
	ANNEXURE H.pdf
Attach	Company Application.pdf ANNEXURE X.pdf
Attach	ANNEXURE Y.pdf CTC-CA ORDER.pdf
Attach
Attach
	Remove Attachment

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number NA dated 16/02/2024 (DD/MM/YYYY) to sign and submit this application. I am duly authorised to sign and submit this form.

To be Digitally signed by

Managing Director or director or manager or secretary or CEO or CFO (in case of an Indian company or an authorised representative (in case of a foreign company) or other)

Designation Company Secretary DIN of the director or Managing Director or; income-tax PAN of the manager or authorised representative; or CEO or CFO Membership number 89

Certificate by practicing professiona l

I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified records maintained by the Company/ applicant which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. I further certify that:

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ;
ii. All the required attachments have been completely and legibly attached to this form

To be digitally signed by

Chartered accountant (in whole-time practice) or

Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice) Whether associate or fellow Associate Fellow Membership number Certificate of practice number

Note: Attention is also drawn to provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively

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Modify Check Form Prescrutiny Submit
For office use only:
eForm Service request number (SRN) eForm filing date (DD/MM/YYYY)
Digital signature of the authorising officer
This e-Form is hereby approved
Confirm submission
This e-Form is hereby rejected
Date of signing (DD/MM/YYYY)
----- End of picture text -----

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329

FORM NO. GNL-1

[Pursuant to rule 12(2) of the Companies

(Registration offices and Fees) Rules,2014]

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Form for filing an application with Registrar of Companies

Form language English Hindi Note - All fields marked in are to be mandatorily filled. *

- Category of applicant

Company

- Name of office of the registrar of Companies (RoC) to which application is being made

Registrar of Companies, Karnataka

(a) Corporate identity number (CIN) or foreign company U62099KA2024PLC184626 Pre-fill registration number (FCRN) of the company or RUN reference number (Service request number (SRN) of RUN )

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----- Start of picture text -----

(b) Global location number (GLN) of company
4. (a) Name of the company DIGITIDE SOLUTIONS LIMITED
(b) Address of the
3/3/2, Bellandur Gate, Sarjapur Main Road Bellandur
registered office or Bangalore South
of the principal place
Bangalore
of business in India Karnataka
of the Company 560103
India
----- End of picture text -----

(c) e-mail ID of the company CO****RP.COM
Details of applicant (in case category is others)

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----- Start of picture text -----

(a) Name
(b) Address Line I
Line II
(c) City
(d) State
(e) ISO country code
(f) Country
(g) Pin code
(h) e-mail ID
----- End of picture text -----

==> picture [305 x 149] intentionally omitted <==

*Application filed for

Compounding of offences

Extension of period of annual general meeting by three months Scheme of arrangement, amalgamation

Others

If Others, then specify

Page 1 of 4

330

8. Details of application*

Company Application Under Section 230 of the Companies Act 2013

In case of application for compounding of offences, provide the following details
(a) Whether application for compounding offence is filed in respect of

(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details
(c) Details of person(s) for whom the application is being filed Company Director Manager or Secretary or CEO or CFO Other (b) Number of person(s) for whom the application is being filed (i) Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category (ii) DIN or income-tax PAN or passport number Pre-fill Name Category (iii) Pre-fill Name DIN or income-tax PAN or passport number Category (iv) Pre-fill Name DIN or income-tax PAN or passport number Category (v) Pre-fill Name DIN or income-tax PAN or passport number Category (vi) Pre-fill Name DIN or income-tax PAN or passport number Category (vii) Pre-fill Name DIN or income-tax PAN or passport number Category (viii) Pre-fill Name DIN or income-tax PAN or passport number Category
	Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category	Pre-fill
	DIN or income-tax PAN or passport number Pre-fill Name Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category

Page 2 of 4

331

(d) Whether application is being filed

Suo-motu In pursuance to notice received from RoC or any other competent authority

(e) Notice number and date of notice

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(f) Section for which application is being filed

==> picture [396 x 112] intentionally omitted <==

(g) Brief particulars as to how the default has been made good

==> picture [397 x 117] intentionally omitted <==

==> picture [414 x 110] intentionally omitted <==

In case of application is made for extension of period of an AGM, mention financial
Total amount of stamp duty paid or stamp paper

Page 3 of 4

332

Attachments

Board Resolution
Scheme of arrangement, amalgamation
Detailed application*
Copy of notice received from RoC or any other competent authority
Other attachments - if any

Verification

List of attachments

	List of attachments
Attach	ANNEXURE G.pdf
	ANNEXURE H.pdf
Attach	Company Application.pdf ANNEXURE X.pdf
Attach	ANNEXURE Y.pdf CTC-CA ORDER.pdf
Attach
Attach
	Remove Attachment

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number NA dated 25/02/2024 (DD/MM/YYYY) to sign and submit this application. I am duly authorised to sign and submit this form.

To be Digitally signed by

Managing Director or director or manager or secretary or CEO or CFO (in case of an Indian company or an authorised representative (in case of a foreign company) or other)

Designation Director DIN of the director or Managing Director or; income-tax PAN of the manager or authorised representative; or CEO or CFO Membership number 0889

Certificate by practicing professiona l

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ;
ii. All the required attachments have been completely and legibly attached to this form

To be digitally signed by

Chartered accountant (in whole-time practice) or

Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice) Whether associate or fellow Associate Fellow Membership number Certificate of practice number

Note: Attention is also drawn to provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively

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Page 4 of 4

333

FORM NO. GNL-1

[Pursuant to rule 12(2) of the Companies

(Registration offices and Fees) Rules,2014]

==> picture [32 x 55] intentionally omitted <==

Form for filing an application with Registrar of Companies

Form language English Hindi Note - All fields marked in are to be mandatorily filled. *

- Category of applicant

Company

- Name of office of the registrar of Companies (RoC) to which application is being made

Registrar of Companies, Karnataka

==> picture [180 x 16] intentionally omitted <==

----- Start of picture text -----

U81100KA2024PLC184648 Pre-fill
----- End of picture text -----

(a) Corporate identity number (CIN) or foreign company registration number (FCRN) of the company or RUN reference number (Service request number (SRN) of RUN )
(b) Global location number (GLN) of company

==> picture [399 x 89] intentionally omitted <==

----- Start of picture text -----

4. (a) Name of the company BLUSPRING ENTERPRISES LIMITED
(b) Address of the
3/3/2 Bellandur Gate Sarjapur Main Road Bellandur
registered office or Bangalore South
of the principal place
Bangalore
of business in India Karnataka
of the Company 560103
India
----- End of picture text -----

(c) e-mail ID of the company CO****RP.COM
Details of applicant (in case category is others)

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(a) Name
(b) Address Line I
Line II
(c) City
(d) State
(e) ISO country code
(f) Country
(g) Pin code
(h) e-mail ID
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*Application filed for

Compounding of offences

Extension of period of annual general meeting by three months Scheme of arrangement, amalgamation

Others

If Others, then specify

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334

8. Details of application*

Company Application Under Section 230 of the Companies Act 2013

In case of application for compounding of offences, provide the following details
(a) Whether application for compounding offence is filed in respect of

(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details
(c) Details of person(s) for whom the application is being filed Company Director Manager or Secretary or CEO or CFO Other (b) Number of person(s) for whom the application is being filed (i) Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category (ii) DIN or income-tax PAN or passport number Pre-fill Name Category (iii) Pre-fill Name DIN or income-tax PAN or passport number Category (iv) Pre-fill Name DIN or income-tax PAN or passport number Category (v) Pre-fill Name DIN or income-tax PAN or passport number Category (vi) Pre-fill Name DIN or income-tax PAN or passport number Category (vii) Pre-fill Name DIN or income-tax PAN or passport number Category (viii) Pre-fill Name DIN or income-tax PAN or passport number Category
	Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category	Pre-fill
	DIN or income-tax PAN or passport number Pre-fill Name Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category

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(d) Whether application is being filed

Suo-motu In pursuance to notice received from RoC or any other competent authority

(e) Notice number and date of notice

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(f) Section for which application is being filed

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(g) Brief particulars as to how the default has been made good

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In case of application is made for extension of period of an AGM, mention financial
Total amount of stamp duty paid or stamp paper

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Attachments

Board Resolution
Scheme of arrangement, amalgamation
Detailed application*
Copy of notice received from RoC or any other competent authority
Other attachments - if any

Verification

List of attachments

	List of attachments
Attach	ANNEXURE G.pdf
	ANNEXURE H.pdf
Attach	Company Application.pdf ANNEXURE X.pdf
Attach	ANNEXURE Y.pdf CTC-CA ORDER.pdf
Attach
Attach
	Remove Attachment

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number NA dated 25/02/2024 (DD/MM/YYYY) to sign and submit this application. I am duly authorised to sign and submit this form.

To be Digitally signed by

Managing Director or director or manager or secretary or CEO or CFO (in case of an Indian company or an authorised representative (in case of a foreign company) or other)

Designation Director DIN of the director or Managing Director or; income-tax PAN of the manager or authorised representative; or CEO or CFO Membership number 0889

Certificate by practicing professiona l

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ;
ii. All the required attachments have been completely and legibly attached to this form

To be digitally signed by

Chartered accountant (in whole-time practice) or

Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice) Whether associate or fellow Associate Fellow Membership number Certificate of practice number

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Annexure 20

Annexure M of NSE

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Reply to Query No. 18

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Annexure K

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Annexure L of BSE letter and Annexure B of NSE letter

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QUESS CORP LIMITED CIN: L74140KA2007PLC043909

Registered Office: 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru- 560103

Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406 Email ID: [email protected]; Website: www.quesscorp.com

NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF QUESS CORP LIMITED CONVENED PURSUANT TO THE ORDER DATED OCTOBER 22, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

MEETING DETAILS:

	MEETING DETAILS:	MEETING DETAILS:
Day	Monday
Date	December 09, 2024
Time	12:00 P.M.
Venue/Mode	As per the directions of the Hon’ble National Company Law Tribunal, Bengaluru Bench, the meeting is beingconducted through video conference (VC) and/or other audio and visual means (OAVM)
REMOTE E-VOTING:
Remote e-voting commencing on		Thursday, December 05, 2024 at 9:00 AM (IST)
Remote e-voting ending on		Sunday, December 08, 2024 at 5:00 PM (IST)

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the unsecured creditors of Quess Corp Limited during the Meeting.

INDEX

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Sl. No	Contents	Page No.

1.	Notice convening meeting of the unsecured creditors of Quess Corp Limited (the “Company”) or (“Demerged Company”) (“Notice”)	4
2.	Explanatory Statement under Sections 102, 230(3), 232(1), 232(2) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013	10
Annexures
3.	Composite scheme of arrangement between the Demerged Company, Digitide Solutions Limited (“Resulting Company 1”) and Bluspring Enterprises Limited (“Resulting Company 2”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions, of the Companies Act, 2013 and the rules framed thereunder (“Scheme”), enclosed asAnnexure 1	39
4.	Reports of the Scheme adopted by the Board of Directors of the Demerged Company, Resulting Company 1 and Resulting Company 2 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 2 series	109
5.	Resolutions of the Board of Directors of the Demerged Company, Resulting Company 1 and Resulting Company 2 for approving the Scheme in their meetings held on February 16, 2024 and February 25, 2024 respectively, enclosed asAnnexure 3 series	126
6.	Report dated February 16, 2024 adopted by the Audit Committee of the Demerged Company, enclosed as Annexure 4	142
7.	Report dated February 16, 2024 adopted by the Committee of Independent Directors of the Demerged Company, enclosed asAnnexure 5	150
8.	Share entitlement ratio report dated February 16, 2024 (“Share Entitlement Ratio Report”) issued by Bansi S. Mehta Valuers LLP, registered valuer with the Insolvency and Bankruptcy Board of India (IBBI Registration Number: IBBI/RV- E/06/2022/172), enclosed asAnnexure 6	158
9.	Fairness opinion dated February 16, 2024 (“Fairness Opinion”) issued by RBSA Capital Advisors LLP, a Category I Merchant Banker registered with SEBIfor providing a fairness opinion on the valuation carried out bythe registered valuer in the Share Entitlement Ratio Report, enclosed asAnnexure 7	174
10.	Pre andpost-scheme shareholding pattern of the Demerged Companyenclosed as Annexure 8	185
11.	Pre and post-scheme shareholding patterns of Resulting Company 1 and Resulting Company 2, enclosed as Annexure 9 series	203
12.	Observation letter dated July 31, 2024 issued by BSE Limited (“BSE”) and observation letter dated August 01, 2024 issued by National Stock Exchange of India Limited (“NSE”) conveying no objection for filing the Scheme with the Bengaluru Bench of Hon’ble National Company Law Tribunal (“NCLT”), enclosed asAnnexure 10 series	237
13.	Complaints reports dated April 04, 2024 and April 05, 2024 submitted by the Demerged Company to BSE and NSE respectively, enclosed asAnnexure 11 series	246
14.	Details of investigation or proceedings, pending against the Company including ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, itspromoters and directors, enclosed asAnnexure 12	250
15.	Unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the secondquarter and halfyear ended September 30, 2024, enclosed asAnnexure 13	258
16.	Unaudited financial results of Resulting Company 1 and Resulting Company 2 for the second quarter and half year ended September 30, 2024, enclosed asAnnexure 14 series	276
17.	Information pertaining to Resulting Company 1 and Resulting Company 2 involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI circular dated February 4, 2022 along with certificate issued byICICI Securities Limited, an Independent SEBI Registered Merchant Bank, enclosed as Annexure 15 series	280

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18.	Certificates from the statutory auditor of the Demerged Company (issued by M/s Deloitte Haskins & Sells LLP (Firm No. 117366W/W-100018)), statutory auditor of Resulting Company 1 (issued byDeloitte Haskins&Sells (Firm No. 008072S) and statutory auditor of Resulting Company 2 (issued byDeloitte Haskins&Sells(Firm No. 008072S) to the effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013, enclosed asAnnexure 16 series	304
19.	The undertaking dated February 16, 2024 given by the Demerged Company as prescribed under Paragraph (A) (10) (c) of Part I of the SEBI Scheme Circular (defined below) stating the reasons for non-applicability of Paragraph (A) (10) (b) along with the certificate dated February 16, 2024 from M/s. Deloitte Haskins & Sells LLP, statutoryauditor of the Demerged Company, certifyingthe said undertaking, enclosed as Annexure 17 series	313
20.	Compliance report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Demerged Companyaddressed to BSE and NSE, enclosed asAnnexure 18	319
21.	Form GNL-1 filed with the Registrar of Companies by the Demerged Company, Resulting Company 1 and ResultingCompany2, enclosed asAnnexure 19 series	322
22.	Additional information and/ or documents as submitted in relation to Query 18_dated March 11, 2024_to BSE and Annexure M to NSE enclosed asAnnexure 20 series	334

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

AT BENGALURU

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN QUESS CORP LIMITED, DIGITIDE SOLUTIONS LIMITED AND BLUSPRING ENTERPRISES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CA (CAA) No.36/BB/2024

QUESS CORP LIMITED

CIN: L74140KA2007PLC043909

3/3/2, Bellandur Gate, Sarjapur

Main Road, Bengaluru 560103

…COMPANY / DEMERGED COMPANY

FORM NO. CAA. 2

Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

NOTICE CONVENING THE MEETING OF UNSECURED CREDITORS OF QUESS CORP LIMITED

To,

The Unsecured Creditors of

Quess Corp Limited,

Notice is hereby given that by an order dated October 22 , 2024 (“ Order ”) passed by the Bengaluru Bench of Hon’ble National Company Law Tribunal (hereinafter referred as “ NCLT” ), whereby the NCLT has directed the Demerged Company to convene of a meeting of its unsecured creditors for the purpose of considering, and if thought fit, approving with or without modification the composite scheme of arrangement between Quess Corp Limited (“ Demerged Company ”), Digitide Solutions Limited (“ Resulting Company 1 ”) and Bluspring Enterprises Limited (“ Resulting Company 2 ”) and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) under Sections 230 to 232, and other “

applicable provisions of the Companies Act, 2013 and the rules made thereunder (the Act ”).

In pursuance of the said Order and as directed therein, further Notice is hereby given that a meeting of the unsecured creditors of the Demerged Company, will be held on Monday, December 09, 2024, at 12:00 P.M., through video conference (VC) and/or other audio and visual means (OAVM) for the purpose of considering, and if thought fit, approving the proposed Scheme following the operating procedures referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 11/2022 dated 28 December 2022 and General Circular No. 09/2023 dated 25 September, 2023 and General Circular No. 09/2024 dated 19 September, 2024, issued by the Ministry of Corporate Affairs, Government of India, in each case, as amended from time to time (collectively referred to as “MCA Circulars” ) read with circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023,

Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India, in each case, as amended from time to time, ( “SEBI” ) (referred as “SEBI Circulars” ).

TAKE NOTICE that the following resolution is proposed under Sections 230 to 232 of the Act and the Companies (Compromise, Arrangement and Amalgamation), Rules 2016 (the “ Rules ”) and the National Company Law Tribunal Rules, 2016 framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the provisions of the Memorandum of Association and Articles of Association of the Demerged Company, for the purpose of considering, and if thought fit, approving the Scheme:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended or re-enacted from time to time (“Act”), the master circular bearing no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 ‘Master Circular on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957’ dated June 20, 2023, as amended from time to time or any other circulars issued by the Securities and Exchange Board of India (“SEBI”) prescribing the compliance requirements for schemes of arrangement involving listed companies, in each case, as amended from time to time, (collectively, the “SEBI Scheme Circular”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961, and relevant provisions of the Memorandum of Association and Articles of Association of the Company, read with the observation letters issued by the BSE Limited and National Stock Exchange of India Limited on July 31, 2024 and August 01, 2024 respectively and subject to sanction by the Hon’ble National Company Law Tribunal, Bengaluru Bench (“NCLT”) and other requisite concerns and approvals, if any, being obtained and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon’ble Tribunal or other appropriate authorities while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), composite scheme of arrangement between the Quess Corp Limited (“Demerged Company”), Digitide Solutions Limited (“Resulting Company 1”) and Bluspring Enterprises Limited (“Resulting Company 2”, and together with Resulting Company 1, the “Resulting Companies” and the Resulting Companies, together with the Demerged Company shall be referred to as the “Companies”) and their respective shareholders and creditors (“Scheme”) as enclosed with the notice of the NCLT convened meeting of the unsecured creditors, be and is hereby approved.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to make any modification(s) or amendment(s) to the Scheme at any time and for any reason whatsoever, and to accept such modification(s), amendment(s), limitation(s) and/or condition(s), if any, which may be required and / or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any question(s) or doubt(s) or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the unsecured creditors and the unsecured creditors shall be deemed to have given their approval thereto expressly by authority under this resolution.”

TAKE FURTHER NOTICE that in accordance with the said Order and provisions of Sections 108 and 230(4) and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; Secretarial Standard-2 on General Meetings; MCA Circulars, SEBI Circulars and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“ Listing Regulations ”), the Demerged Company has engaged the services of Central Depository Services (India) Limited (‘ CDSL’ ) for the purpose of providing facility of remote e-voting prior to the Meeting and e-voting during the meeting through VC/OAVM. Accordingly, voting by unsecured creditors of the Demerged Company shall be carried out through (a) remote e-voting prior to the Meeting, and (b) e-voting during the Meeting through VC/OAVM.
TAKE FURTHER NOTICE that the unsecured creditors shall have the facility and option of e-voting during the meeting and in addition to the same, the unsecured creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the meeting during the period commencing from Thursday, December 05, 2024 at 09:00 A.M (IST) and ending on Sunday, December 08, 2024 at 05:00 P.M. (IST). The voting rights of unsecured creditors shall be in proportion to their outstanding balance as on cut-off date i.e., March 31, 2024 ( “Cut-off Date” ). This cut-off is taken as per the list of unsecured creditors as on March 31, 2024 submitted with the Hon’ble NCLT. The unsecured creditors opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting during the Meeting.
TAKE FURTHER NOTICE that pursuant to the Order of the NCLT, the Demerged Company has exercised the option to convene the Meeting of unsecured creditors by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular

No. 14/2020 dated April 8, 2020 issued by the Ministry of Corporate Affairs, India. Accordingly, the facility of appointment of proxies by unsecured creditors under Section 105 of the Act will not be available for the said Meeting. However, in pursuance of Section 112 and Section 113 of the Act read with Rule 10 of the of the Rules, where a body corporate is a creditor, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided a certified true copy of the resolution the board of directors/ designated partners (in case of Company/LLP) or a Letter of Authorization (in case of partnership firm and others) authorizing such representative to attend and vote at the said Meeting through VC/ OAVM as its representative, who are authorized to vote is emailed to the Demerged Company at [email protected] not later than 48 (forty-eight) hours before the time scheduled for holding the Meeting.

A copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, along with the enclosures as indicated in the Index, are enclosed herewith. Further, additional information as required under the SEBI Scheme Circular and the observation letters of BSE and NSE dated July 31, 2024 and August 01, 2024 respectively are also annexed. In compliance with the Order and the MCA Circulars and SEBI Circulars, the Notice of this Meeting, together with the documents accompanying the same, is being sent through electronic mode to those unsecured creditors of the Demerged Company whose e-mail addresses are registered with the Demerged Company, and by registered post, speed post, or courier to the unsecured creditors of the Demerged Company whose email addresses are not registered with the Demerged Company.
A copy of this Notice and the accompanying documents will be hosted on the website of the Company at www.quesscorp.com and will also be available on the website of BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) at www.bseindia. com and www.nseindia.com, respectively and also on the website of CDSL at [email protected] and the website of SEBI at www.sebi.gov.in. A copy of the Scheme along with the Explanatory Statement can be obtained free of charge, between 10.00 a.m. to 5.00 p.m. on any day (except Saturday, Sunday and public holidays) upto one day prior to the date of the Meeting from the registered office of the Demerged Company or by sending a request by e-mail at [email protected]
In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the unsecured creditors only if the Scheme is approved by majority of persons representing three-fourth in value of the unsecured creditors of the Demerged Company, voting through remote e-voting and e-voting facility made available during the Meeting through VC/ OAVM.
The NCLT has appointed Ms. Krishna Anmol Singh, Advocate as the Chairperson and Shri Dushyanth Kumar, Practicing Company Secretary as the Scrutinizer of the said Meeting.
The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the NCLT and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.

Sd/-

Guruprasad Srinivasan Executive Director & Group CEO DIN: 07596207 Quess Corp Limited

Dated this 5[th] day of November, 2024 at Bengaluru

Registered Office:

3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103 CIN: L74140KA2007PLC043909 Website: www.quesscorp.com Email: [email protected] Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

NOTES:

Pursuant to the Order dated October 22, 2024, in Company Application No. CA (CAA) No.36/BB/2024, passed by the NCLT, the meeting of the unsecured creditors of the Demerged Company is being convened on Monday, December 09, 2024 at 12:00 P.M. (IST) through VC/OAVM without the physical presence of the unsecured creditors at a common venue, at the option of the Demerged Company and as per applicable procedure (with requisite modifications as may be required) referred to in MCA Circulars and SEBI Circulars for the purpose of considering, and if thought fit, approving the Scheme, pursuant to the provisions of Sections 230 to 232, and other applicable provisions of the Act. In accordance with the MCA Circulars and SEBI Circulars, provisions of the Act and the Listing Regulations, the Meeting is being held through VC/OAVM. As per the Order, MCA Circulars and SEBI Circulars, since the Meeting is held through VC/OAVM, the deemed venue of the Meeting shall be registered office of the Demerged Company.
Only registered unsecured creditors of the Demerged Company can attend and vote at the Meeting (either in person or by an authorised representative). As mentioned above, where a body corporate is an unsecured creditor, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided a certified true copy of the resolution the board of directors/ designated partners (in case of Company/LLP) or a Letter of Authorization (in case of partnership firm and others) authorizing such representative to attend and vote at the said Meeting through VC/ OAVM as its representative, who are authorized to vote is emailed to the Demerged Company at [email protected] not later than 48 (forty-eight) hours before the time scheduled for holding the Meeting. Although pursuant to the provisions of the Act, an unsecured creditor entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be an unsecured creditor of the Demerged Company, but since this Meeting is being held pursuant to the MCA Circulars and SEBI Circulars through VC/OAVM, the requirement of physical attendance of unsecured creditor has been dispensed with. Accordingly, the facility for appointment of proxies by the unsecured creditors will not be available for this Meeting and hence the proxy form, attendance slip and route map of this Meeting are not annexed to this Notice.
The Cut-off Date to determine the eligibility to attend and vote by remote e-voting or e-voting through VC/OAVM during the Meeting shall be as per applicable law. The unsecured creditors whose name is recorded with the Demerged Company as on the Cut-off Date i.e., March 31, 2024, shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting through VC/OAVM, as the case may be.
Only those unsecured creditors who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. However, the unsecured creditors who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote again during the Meeting.
Each unsecured creditor can opt for only one mode of voting i.e. (a) remote e-voting prior to the Meeting or (b) and e-voting through VC/OAVM during the Meeting as arranged by CDSL on behalf of the Demerged Company. If an unsecured creditor casts votes by both modes, then voting done through remote e-voting shall prevail. Once the vote on a resolution is cast, the unsecured creditor shall not be allowed to change the same subsequently or cast the vote again. Only the persons whose name appears in the list of unsecured creditors of the Company as on the Cut-off Date (specified in the Notice) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the Cut-off Date, should treat the Notice for information purposes only. The voting right of the unsecured creditors shall be in proportion to the value of their share in the outstanding debt of the Demerged Company as of the Cut-off Date.
The Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and Section 102 of the Act, and Rule 6 of the Rules setting out the material facts concerning the business and details of the Scheme is annexed hereto.
All the documents referred to in the accompanying Notice and Explanatory Statement, shall be available for inspection through electronic mode, basis the request being sent, on the websites of the stock exchanges where the shares of the Demerged Company are listed, i.e., BSE and NSE at www.bseindia.com and www.nseindia.com respectively, the website of CDSL at evoting@cdslindia. com being the depository appointed by the Demerged Company to provide remote e-voting/ e-voting and other facilities for the Meeting, the Demerged Company’s website at www.quesscorp.com, and the website of SEBI at www.sebi.gov.in.
The unsecured creditors attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
As per the Order, the quorum for the said Meeting is shall be 30% (thirty percent) in total value of the unsecured creditors present. As per the Order, for the purpose of completing the quorum, the valid authorized representatives shall also be considered. In case the requisite quorum is not present at the commencement of the Meeting, the Meeting shall be adjourned by 30 minutes, and thereafter, the persons present and voting shall be deemed to constitute the quorum.

The NCLT has appointed Ms. Krishna Anmol Singh, Advocate as the Chairperson of the said meeting and Shri Dushyanth Kumar, Practicing Company Secretary as the Scrutinizer (Membership No. 6662 and CP No. 6003), to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The Scrutinizer’s decision on the validity of the votes cast electronically shall be final.
The remote e-voting period commences on Thursday, December 05, 2024 (9:00 AM) and ends at 5.00 PM. (IST) on Sunday, December 08, 2024. During the remote e-voting period, unsecured creditors of the Demerged Company, as on the cut-off date, i.e., March 31, 2024 may cast their vote electronically. The remote e-voting module shall be disabled for voting on Sunday, December 08, 2024 at 5.00 PM IST. The detailed instructions for joining the Meeting through VC/OAVM and process and manner of remote e-voting form part of this Notice.
The Notice convening the aforesaid meeting, day, date, time and link of the meeting to be conducted through VC/ OAVM as aforesaid, along with the Explanatory Statement amongst others, will be published through advertisement in the following newspapers, namely, (i) “Financial Express” in English language; and (ii) “Hosa Digantha” in Kannada language.
Unsecured creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.
Declaration of results on the resolution
(i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favour and against the resolution and invalid votes, if any made by unsecured creditors of the Demerged Company through remote e-voting and e-voting at the meeting, and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.
(ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 2 (two) working days from the conclusion of the Meeting upon receipt of the Scrutinizer’s report. The results declared, along with the Scrutinizer’s report, shall be displayed on the notice board of the Demerged Company at its registered office and also hosted on the Demerged Company’s website at www.quesscorp.com and on the website of CDSL at [email protected] immediately after the results are declared. The Demerged Company shall also simultaneously forward the results along with the Scrutinizer’s report to BSE and NSE, the stock exchanges where the Demerged Company’s equity shares are listed.
(iii) The Chairperson shall report the result of the meeting to the NCLT in Form No. CAA 4, as per Rule 14 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 within 07 (seven) days of the conclusion of the Meeting.
(iv) Subject to the receipt of requisite majority of votes in favour of the Scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on December 09, 2024.
A copy of the Explanatory Statement, the Scheme and other enclosures are enclosed and form part of this Notice.
Instructions for attending the meeting through VC/OAVM and process and manner for remote e-voting are as under:

INSTRUCTIONS FOR REMOTE E-VOTING FOR UNSECURED CREDITORS:

i. The remote e-voting period would commence from Thursday, December 05, 2024 at 9:00 A.M. (IST) and ends on Sunday, December 08, 2024 at 5.00 P.M. (IST). The remote e-voting module shall be disabled by CDSL for voting thereafter.

ii. The Unsecured Creditors would log on to the e-voting website www.evotingindia.com during the voting period.
iii. Click on “Shareholders/Members” tab.
iv. Enter your User ID (which would be sent to the respective Unsecured Creditors at their e-mail address registered with the Company)
v. Next enter the Image Verification / Captcha as displayed on the screen and click on Login.
vi. Enter your password (which would be sent to the respective Unsecured Creditors at their e-mail address registered with the Company)
vii. After entering these details appropriately, click on the “SUBMIT” tab.
viii. Select the EVSN of Quess Corp limited on which you choose to vote.
ix. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
x. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire resolution details.
xi. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
xii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xiii. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

INSTRUCTIONS FOR UNSECURED CREDITORS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

a. Unsecured Creditors will be provided with a facility to attend the Meeting through VC/OAVM through the CDSL e-Voting system. Unsecured Creditors may access the same at www.evotingindia.com under ‘Shareholders / Members’ login using Remote e-voting credentials. The link for VC/OAVM will be available after successful login where the EVSN of the Company will be displayed.
b. Unsecured Creditors can join the Meeting through VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
c. Unsecured Creditors are encouraged to join the Meeting through Laptops / IPads instead of mobile devices for better experience.
d. Further Unsecured Creditors will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
e. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
f. Unsecured Creditors who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, address, PAN, email id, mobile number at [email protected]. The Unsecured Creditors who do not wish to speak during the Meeting but have queries may send their queries in advance 7 days prior to meeting mentioning their name, address, PAN, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email. Unsecured Creditors who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting for a maximum time of 3 (three) minutes each, once the floor is open for queries. Unsecured Creditors are requested to restrict their questions/views only on the Scheme.

INSTRUCTIONS FOR UNSECURED CREDITORS FOR E-VOTING DURING THE MEETING ARE AS UNDER:

i. The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for Remote e-voting.
ii. Only those Unsecured Creditors, who are present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the Meeting.
iii. If any Votes are cast by the Unsecured Creditors through the e-voting available during the Meeting and if the same Unsecured Creditors have not participated in the meeting through VC/OAVM facility, then the votes cast by such Unsecured Creditors shall be considered invalid as the facility of e-voting during the meeting is available only to the Unsecured Creditors attending the meeting.
iv. Unsecured Creditors who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
v. If you have any queries or issues regarding attending Meeting & e-Voting from the e-Voting System, you may write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).
vi. As stated in the notice of meeting shared with you earlier, request you to provide a certified copy of the resolution passed by your board of directors or other governing body authorizing such representative to attend and vote at the meeting, or authorization letter or power of attorney is emailed to the Scrutinizer/Company at [email protected]

Sd/Guruprasad Srinivasan Executive Director & Group CEO DIN: 07596207 Quess Corp Limited

Dated this 5[th] day of November, 2024 at Bengaluru Registered Office:

3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103 CIN: L74140KA2007PLC043909 Website: www.quesscorp.com Email: [email protected] Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

AT BENGALURU

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN QUESS CORP LIMITED, DIGITIDE SOLUTIONS LIMITED AND BLUSPRING ENTERPRISES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

CA (CAA) No.36/BB/2024

QUESS CORP LIMITED CIN: L74140KA2007PLC043909 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103

COMPANY / DEMERGED COMPANY

EXPLANATORY STATEMENT UNDER SECTIONS 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF QUESS CORP LIMITED CONVENED PURSUANT TO THE ORDER DATED OCTOBER 22, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH (“NCLT”)

I. Meeting for the Scheme

This is a statement accompanying the Notice convening the Meeting of unsecured creditors of Quess Corp Limited (“ Demerged Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the composite scheme of arrangement between the Demerged Company, Digitide Solutions Limited (“ Resulting Company 1 ”) and Bluspring Enterprises Limited (“ Resulting Company 2 ”) and their respective shareholders and creditors (“ Scheme ”).

The Scheme provides, inter-alia for:

(i) the demerger of Demerged Undertaking 1 (as defined in the Scheme) (comprising of the Transferred Business 1(as defined in the Scheme)) into Resulting Company 1 and in consideration, the consequent issuance of New Equity Shares 1 (as defined in the Scheme) by Resulting Company 1 to the equity shareholders of the Demerged Company in accordance with the Share Entitlement Ratio 1 (as defined in the Scheme);
(ii) the demerger of Demerged Undertaking 2 (as defined in the Scheme) (comprising of the Transferred Business 2 (as defined in the Scheme)) into Resulting Company 2 and in consideration, the consequent issuance of New Equity Shares 2 (as defined in the Scheme) by Resulting Company 2 to the equity shareholders of the Demerged Company in accordance with the Share Entitlement Ratio 2 (as defined in the Scheme); and
(iii) matters consequential or connected therewith pursuant to Sections 230 to 232 of the Act and other applicable provisions thereof read with Section 2(19AA) of the Income-tax Act, 1961 and SEBI master circular bearing no. SEBI/HO/CFD/POD-2/P/ CIR/2023/93 ‘Master Circular on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957’ dated June 20, 2023, as amended from time to time or any other circulars issued by SEBI applicable to schemes of arrangement from time to time (“ SEBI Scheme Circular ”), in the manner provided for in the Scheme.

Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

II. Date, time and mode of meeting

Pursuant to an Order dated October 22, 2024, passed by the NCLT in Company Application CA (CAA) No.36/BB/2024, the Meeting of the unsecured creditors of the Demerged Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’) on Monday, December 09, 2024 at 12:00 P.M. (IST). The Company is providing the facility to vote at the Meeting by electronic means, i.e., remote e-voting and e-voting at the Meeting.

III. Need and rationale of the Scheme, benefits of the Scheme as perceived by the Board of Directors of the Companies, synergies of business of the Companies involved in the Scheme, impact of the Scheme on the shareholders and cost benefit analysis of the Scheme.

The Demerged Company was established in the year 2007, with a focus on providing business services, leveraging its extensive domain knowledge and future-ready digital platforms to drive client productivity through outsourced solutions.
Over the past 17 (seventeen) years, the Demerged Company has been a pioneering leader and has expanded its geographic presence and scale. The Demerged Company currently has offices across India, Southeast Asia, North America and Middle East.
The Demerged Company’s business portfolio is spread across various business services platforms including Workforce Management, Global Technology Solutions, Operating Assets Management and Product-Led Business. These businesses are carried out directly by the Demerged Company as well as through its subsidiaries or associate companies.
The nature of technology, operations, customer landscape, risk, competition and operations involved in each of these businesses is distinct, and consequently, each business is capable of addressing independent business opportunities, deploying different technologies, and attracting different sets of talent, customers, investors, strategic partners, lenders and stakeholders.
In order to strengthen the value proposition for customers, unlock significant long-term valuation and upside value creation for the shareholders (through focused management, clearer choices of capital allocation, etc.) and to provide investors, strategic partners, lenders and stakeholders the flexibility to participate in some or all of these distinct businesses, the Demerged Company proposes to re-organise and segregate its business portfolio in the manner contemplated under this Scheme, as detailed below:
(i) the transfer of the Demerged Undertaking 1 (i.e., the undertaking engaged in Transferred Business 1) to Resulting Company 1; and
(ii) the transfer of the Demerged Undertaking 2 (i.e., the undertaking engaged in Transferred Business 2) to Resulting Company 2.
The Scheme will ensure long-term value creation and is in the best interest of the Companies and their respective shareholders, employees, creditors and other stakeholders.
The proposed restructuring pursuant to this Scheme, is expected, inter alia, to result in the following benefits:
(i) simplification of organisational and operating structure to enable sharper management focus on individual platforms and business requirements, thereby allowing management of each of the business undertakings to pursue independent growth strategies. The proposed restructuring will result in separation of the current diversified businesses under the Demerged Company to each of the Resulting Companies focusing on similar type of businesses and independent management of each of the businesses will be able to ensure the required depth and focus on each of the businesses and the adoption of strategies necessary for the growth of respective businesses;
(ii) facilitating the pursuit of scale and independent growth plans (organically and inorganically) of all segments with more focused management, flexibility and liquidity for the shareholders, following the listing of equity shares of the Resulting Companies, pursuant to the Scheme;
(iii) insulating and de-risking the businesses from one another;
(iv) unlocking value for the over-all business portfolio through better price discovery of individual platforms. Consequently, the proposed restructuring is expected to open-up windows to unlock value through potential divestments and acquisitions to achieve the scale of business in respective subsidiaries as well;

(v) reinforcing strong stewardship through more value-focused capital allocation strategies and ensuring that existing and potential investors are able to realise full returns on their investments;
(vi) facilitating creation of value for the shareholders through a segregated corporate structure by realigning the business portfolio of the Companies to attract specific investors for each of the businesses, and consequently, encouraging stronger capital market outcomes, and creating the ability to achieve valuation based on respective risk returns profile and cash flows;
(vii) facilitating diversification by allowing investors to invest separately in different businesses with different investment characteristics thereby enabling them to select investments that best suit their investment strategies and risk profiles;
(viii) creating an even stronger internal foundation for performance management and accountable ownership aligned with long-term shareholder value creation; and
(ix) providing scope for mitigation of overlapping services, and enhancing the focus on independent business growth strategies and expansion for each of the business undertakings.

Cost benefit analysis of the Scheme

IV. Background of the Companies:

Particulars of the Demerged Company (Quess Corp Limited) as per Rule 6(3) of the Rules

Quess Corp Limited/ the Demerged Company is a public listed company, limited by shares, incorporated under the Companies Act, 1956 bearing Corporate Identity No. L74140KA2007PLC043909. The Demerged Company was incorporated vide certificate of incorporation dated September 19, 2007 as “IRIS Human Capital Solutions Private Limited”. Thereafter, vide fresh certificates of incorporation dated October 15, 2007 and July 02, 2013, the name of the Demerged Company was changed to “IKYA Human Capital Solutions Private Limited”, and upon conversion to a public limited company, “IKYA Human Capital Solutions Limited” respectively. The name of the Demerged Company was changed to its current name i.e., “Quess Corp Limited” vide fresh certificate of incorporation dated January 02, 2015 with CIN: L74140KA2007PLC043909 and PAN: AABCI7601M. The email address of the Demerged Company is [email protected] and the website is www. quesscorp.com. The equity shares of the Demerged Company are listed on the BSE and the NSE. The registered office is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore, Karnataka, India 560103.
There has been no change in the name, registered office and objects of the Demerged Company during the last 5 (five) years.
The main objects of the Demerged Company : The main objects of the Demerged Company as set out in its Memorandum of Association are, inter alia, as follows:
To carry on the business of human resource consultants, human resource recruitment and executive search service providers, contingency and temporary staff providers, human resource process outsources, pay roll management service providers, compliance management consulting services, finance, legal, & outsourced accounting services, outsourced statutory compliance services, services in managing corporate governance and corporate compliances, corporate social responsibility, strengthening corporate democracies, and the business of Education Certificate Verification, Professional License Certificate Verification, Pre- Employment Verification, Criminal Record Verification, Personal or Professional Reference Check, Address Verification. Court Record Retrieval, Immigration Screening, Military Record Check, Database Search, Civil and Criminal Litigation Search. Pre/Post Employment Monitoring / Lifestyle Check and all types of verification and checks, host for web based job boards, establish and run training and development centres/institutes, conduct performance assessments and tests for staff of customers including companies, central and state government departments, local authorities, education and research institutions and other organizations and to run training centers, technical centers, online education / e-learning portals.
To carry on or undertake to recruit, arrange for training personnel in hardware and software platforms and to second the personnel for all kinds of business houses, offices, companies, firms and to do data preparation, processing. conversions centre for technical and business data, to develop processes and enter into contracts to provide services for e-commerce, online customer care, e-mail support, business process support, IT helpdesk, IT enabled services, Internet Application development, data warehousing, customer service consulting, technical support, data entry and

processing, medical transcription and electronic publishing, insurance data processing and to undertake to any of the following activities relating to Computer Software, namely system study and software feasibility analysis including analysis of existing stems, business analysis, project definition, conceptual design and prototyping and designing, developing and implementing customized software including collection and analyzation of client requirements, design of desired system, development and implementation of the system to the client’s satisfaction and design, setup and administration of data base including understanding client data and procedures, designing of labels using structured methodology like entity relationship diagrams, installation, performance tuning and database administration, Computer Hardware namely assembly of computer hardware components, sale and distribution of computer Hardware, maintenance of computer hardware systems including servicing and any other activity relating to computer hardware and development of internet and internet solutions including selection and implementation of the right solutions, development of static, dynamic content and CGI from concept to installation and development of specialized quality assurance methodology including development of the optimum testing procedures for all levels of testing including module and regression testing, automation of test procedures based on client requirements and setup and management of help desks deriving innovative help desk solutions for all support related work.

To carry on the business of all types of facility management services such as housekeeping, man power supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping and gardening, water supply, event management services, food preparation, food supply services, kitchen maintenance services, cafeteria and catering services, laundry and linen management services, pest control services, staffing services, mail management and distribution services, waste management services, document management and retrieval services, computer hardware and software installation and maintenance services, employee and goods transportation services, vehicle and fleet management services, guest house and residence maintenance and upkeep services, stationery procurement, distribution and maintenance services, daily coffee/tea distribution services, manned guarding services, cash and valuables guarding and transportation services, cash management services, employee welfare, communication (fixed mobile and landline) facilities, installation and maintenance services, air conditioning and clean room services, carpet cleaning and floor management and for this purpose running professional training organization in the areas of electrical, plumbing, carpentry, painting, gardening, maintenance works, event management and facility management services, facilitate collection of tolls, fees, cess, rents, from users of various facilities.
To carry on the business of industrial asset management, electrical engineers, electro mechanical engineers, and to provide integrated property management services to all kinds of residential and commercial establishments including landscaping, fire, safety & security auditing, E. H. S audit, vehicle fleet management, engineering services, air- conditioning system cleaning, air and water purification solution, captive power generation plant, DG sets, fire detection & fire fighting systems, telephones and intercoms, data and voice communication, structured cabling, water management, drainage system maintenance, civil services, elevator maintenance, oil & gas plant maintenance services, west management, secretarial services, canteen and pantry services and other operational maintenance, and to establish, maintain, run and operate workshops and engineering units for manufacturing and/ or repairing and refurbishing industrial machineries, equipments, engineering goods and materials, tools and appliances and to design and manufacture and supply the advanced systems, high precision components, spares, components, tools and patterns required for production of high precision cast components & integrated systems, and other related parts for industry, and to establish run industrial laboratories including condition monitoring laboratories to facilitate diagnostic and preventive maintenance, to buy, sell, import, export and deal with all kinds of railway passenger information systems, their accessories spares and components and to sell space and time for advertising in display devices or systems.
To undertake activities for education, training, skill development, to establish, maintain, run and operate workshops and engineering units, to train personnel in industries, companies, offices and business and to set up and run colleges, educational institutions, consultancy courses in management, business process outsourcing, domestic and or cross border/global business practices, corporate governance, leadership skills, special skills based team development programme, career development and orientation programmers and to act as franchisers or franchisees and to act as management consultants, technical, commercial, industrial, advisors, market investigators, sales promoters, industrial engineers, business houses, export houses for finance, technical, production, administration, planning, administrative, marketing, labour, software, hardware and such other area required for the purpose of carrying on business.
To carry on in India and abroad the business to provide all kinds and types of security as services, including but not limited to, security services, monitoring services, surveillance services, protection services, guarding services, manned guarding services, sentinel services, training services, and other similar services, for all movable and immovable properties, assets, goods, chattels, buildings, roads, housing, residential, commercial and industrial complexes, telecom, complexes, telecom towers, base stations, defense establishments, windmills, solar farms and

other establishments, airport, naval base, army camps and stations malls, stadiums, theatres, and all other premises; whether with or without manpower or with use of electronic devices and using all kinds of technologies, whether existing or that may be invented in future, including audio, video, data, net, Intellectual Property, satellite, microwave, robotics, central monitoring stations, video monitoring stations, and other similar monitoring stations or facilities, security protection and management systems, cameras, access cards, remote monitoring, control panel, access control and biometric systems, intrusion detection systems, security gadgets, parking control, badging systems, communication and data systems and other similar systems, equipments and gadgets; or through security personnel at various levels, including guards, supervisors, officers, managers, and providing manpower response through patrol team, beat marshals, battalion or like, whether on hire, outright basis, or otherwise; and to manufacture, make, produce, assemble, customize, process, buy, purchase, sale, transfer, barter, exchange, import, export, hire, licence, use, dispose off, operate, distribute, acquire, market, install, uninstall, connect, disconnect, arm, disarm, maintain, repair, service, condition, recondition and otherwise to deal in any manner, in all kinds and types of security systems, intelligent systems, control panels and systems, whether automated, manual, electronic, microprocessor based, intelligent, robotised, electrical, physical, or otherwise; and all kinds and types of their apparatuses, equipments, control panels, accessories, spares and parts, C.C.T.V.s., speakers, lights, sensors, smart cards or any other type of cards containing digitized, data recording and like, whether for use in industrial, commercial, government, semigovernment, institutional, domestic and household, wholesale, retail, residential, agricultural, defense, media, communication, telecommunication, hydrocarbon, or for any other sectors or otherwise, for the purposes of or relating to providing of safety, security, surveillance, control, monitor, watch, supervise, diligence, e-govemance, alarming, signal, communication, create barriers or other similar purposes; and to provide all the above services using the various combinations of equipments, gadgets, tools, systems and manpower.

To carry on the business of all logistics services and logistics service solutions, freight forwarding, cargo handling, shipping, transport and allied logistics services either by road, rail, air in India and abroad and to setup, develop, acquire, deal-in, manage warehousing, logistics, industrial infrastructures including industrial warehouse(s), industrial park(s), logistic park(s) and such other warehousing, logistic facilities and for that purpose, to enter into transactions to buy, acquire, own, purchase, lease, source, develop, construct, build, alter, convert, improve, design, erect, establish, equip, cut to size, dismantle, pull down, turn to account, furnish, level, decorate, fabricate, install, finish, repair, maintain, search, survey, examine, inspect, locate, modify, operate, protect, promote, provide, participate, file bids, and participate in auctions, reconstruct, grout, dig, excavate, pour, renovate, remodel, rebuild, undertake, contribute, assist, handover or deal in any other form and types of lands, buildings, properties.
Summary of main business of the Demerged Company : The Company provides a host of technology-enabled staffing and managed outsourcing services across processes such as sales & marketing, customer care, after-sales service, back office operations, telecom operations, manufacturing operations, facilities and security management, HR & F&A operations, IT & mobility services, etc.
Details of the capital structure of the Company including authorised, issued, subscribed and paid up share capital ; The authorised, issued, subscribed and paid-up share capital as on September 30, 2024 was as follows:

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Details Amount (Rs.)
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Details	Amount (Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only) each	3,93,85,00,000
Total	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,48,62,56,780

issued, subscribed and paid-up share capital of the Demerged Company as on March 31, 2024. For avoidance of doubt, it is clarified that any variation in the issued, subscribed and paid-up share capital of the Demerged Company, on account of exercise of the aforementioned outstanding restricted stock units granted to the employees pursuant to the QSOP 2020 before the Effective Date will not warrant any change in the Share Entitlement Ratio 1 and/ or Share Entitlement Ratio 2.

The unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the second quarter and half year ended September 30, 2024, is enclosed as Annexure 13 , and are also available on the Company’s website at www.quesscorp.com and are available for inspection at the registered office of the Company.
The details of Promoters and Directors of the Company as on September 30, 2024 along with their addresses are mentioned herein below:

The details of the promoters of the Company are as follows:

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Sr. No Name Category Address
1 Ajit Isaac Promoter 242, 3rd Main, 4th Cross, 1st Block Koramangala,
Bengaluru, Karnataka 560034
2 Isaac Enterprises LLP Promoter Group New No 29, Old No 33, X Block, 5th Street, Chennai
600040
3 Net Resources Investments Promoter Group New No.29, Old No.33, X block, 5th Street, Annanagar,
Private Limited Chennai, Tamil Nadu 600040
4 Fairbridge Capital (Mauritius) Promoter Deutsche Bank AG, DB house, Hazarimal Somani Marg,
Limited P.O. Box No. 1142, Fort, Mumbai 400001
5 Hwic Asia Fund Class A Shares Promoter Group Deutsche Bank AG, DB house, Hazarimal Somani Marg,
P.O. Box No. 1142, Fort, Mumbai 400001
6 Thomas Cook (India) Limited Promoter Group 11th Floor, Marathon Futurex, NM Joshi Marg, Lower
Parel East, Mumbai City, Mumbai, Maharashtra 400013
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The details of the directors of the Company are as follows:

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Sr. No Name of Director Designation Address
1 Mr. Ajit Isaac Non-Executive - 242, 3rd Main, 4th Cross, 1st Block Koramangala,
Non Independent Bengaluru, Karnataka 560034
Director-
Chairperson
2 Mr. Guruprasad Srinivasan Executive Director 145, Gurukrupa Nilaya, 3rd Floor, 4th Main, BEML Layout
and Group CEO 5th Stage, Rajarajeshwari Nagar. Bangalore-560098,
Karnataka
3 Mr. Chandran Ratnaswami Non-Executive - Non 177, Mckee Avenue, Ontario, Toronto, M2N 4C6
Independent Director
4 Mr. Gopalakrishnan Non-Executive - Non 35, Balmuto St., Suite 2301, Toronto, Canada - M4Y0A3
Soundarajan Independent Director
5 Ms. Revathy Ashok Non-Executive 139/6-2, Domlur Layout, Bangalore-560071
Independent Director
6 Mr. Sanjay Anandaram Non-Executive Villa 36, Prestige Ozone, Hagadur Main Road, Off
Independent Director Whitefield Main Road, Behind Nexus Value Mall,
Bangalore-560066
7 Mr. K R Girish Non-Executive 272, 2nd Main Laughing Waters, Varthur Road,
Independent Director Whitefield, Bengaluru 560066
8 Mr. Gaurav Mathur Non-Executive 801, Sumer Trinity Tower 1, Prabhadevi, Mumbai –
Independent Director 400025
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Particulars of Resulting Company 1 (Digitide Solutions Limited) as per Rule 6(3) of the Rules

Digitide Solutions Limited/ Resulting Company 1 is an unlisted public company, limited by shares, and was incorporated on February 10, 2024 under the provisions of the Companies Act, 2013 with Registrar of Companies, Karnataka. The shares

of the Resulting Company 1 are held by the Demerged Company and its nominees, making it a wholly owned subsidiary of the Demerged Company. The CIN of Resulting Company 1 is U62099KA2024PLC184626 and PAN: AAKCD6353Q. The registered office is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore, Karnataka, India 560103. The email ID of Resulting Company 1 is: [email protected].

There has been no change in the name, registered office and objects of Resulting Company 1 during the last 5 (five) years.
The main objects of Resulting Company 1 : The main objects of Resulting Company 1 as set out in its Memorandum of Association are, inter alia, as follows:
(a) To engage, directly or indirectly, and to appoint any agents, dealers, consultants or other persons/entities to engage on behalf of the Company, in the business of provision of business process outsourcing services through any mode (whether through individual-to-individual interaction, telecommunication interface or through internet or audio/video broadcast medium), to establish, maintain and provide services via an integrated call center including but not limited to customer/client relationship management services, technical and other support services, sales administration services, marketing, promotion and advertising services, telemarketing, collection services, credit research and verification, creation, maintenance, updating and storage of databases and information of any kind and nature, surveys, market research, web-site navigation support, preparation, printing and dissemination of reports, analyses, notes, statements and any other kind of documents or information, transaction processing services (including but not limited to maintenance and updating of accounting and/or costing and/or management records and books, accounts and records reconciliation, maintain insurance policies in electronic form (e insurance policies) and act as an Insurance Repository, insurance documentation processing, loan/mortgage processing, order processing, accounts receivables management, accounts payable management, processing, preparation and dissemination of payment instruments, record keeping and indexing, bill/invoice processing, data processing), provision of fraud prevention/ management services and corporate data management.
(b) To carry on or undertake to recruit, arrange for training personnel in hardware and software platforms and to second the personnel for all kinds of business houses, offices, companies, firms and to do data preparation, processing, conversions centre for technical and business data, to develop processes and enter into contracts to provide services for e-commerce, online customer care, e-mail support, business process support, IT helpdesk, IT enabled services, Internet Application development, data warehousing, customer service consulting, call centre, technical support, data entry and processing, medical transcription and electronic publishing, insurance data processing and to undertake to any of the following activities relating to Computer Software, namely system study and software feasibility analysis including analysis of existing stems, business analysis, project definition, conceptual design and prototyping and designing, developing and implementing customized software including collection and analyzation of client requirements, design of desired system, development and implementation of the system to the client’s satisfaction and design, setup and administration of data base including understanding client data and procedures, designing of labels using structured methodology like entity relationship diagrams, installation, performance tuning and database administration, Computer Hardware namely assembly of computer hardware components, sale and distribution of computer Hardware, maintenance of computer hardware systems including servicing and any other activity relating to computer hardware and development of internet and internet solutions.
(c) To buy, sell, market, lease or deal in all manner computer hardware, software, peripherals, communication equipment’s, computer accessories, training materials, components, spare parts and other electronic items in India and abroad, including internet and intranet systems, satellites and the like and such other products arising out of technological advancements in these areas.
Summary of main business of Resulting Company 1 : Resulting Company 1 is engaged in the business of business process outsourcing services such as customer/client relationship management services, technical and other support services, sales administration services, marketing, promotion, etc.
Details of the capital structure of Resulting Company 1 including authorised, issued, subscribed and paid up share capital: The authorized, issued, subscribed and paid-up share capital as on September 30, 2024 was as follows:

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Details Amount (Rs.)
----- End of picture text -----

Details	Amount (Rs.)

Authorized Share Capital
1,00,000 (One Lakh) equityshares of Rs. 10/- (Indian Rupees Ten only) each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 (Ten Thousand) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,00,000

The unaudited financial results of Resulting Company 1 for the second quarter and half year ended September 30, 2024, enclosed as Annexure 14A, and is available for inspection at the registered office of Resulting Company 1.
The details of Promoters and Directors of Resulting Company 1 as on September 30, 2024 along with their addresses are mentioned herein below:

The details of the promoters of Resulting Company 1 are as follows:

Sr. No	Name	Category	Address
1	Quess Corp Limited (holding 100% equityalongwith its nominees)	Promoter	3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru - 560103

The details of the directors of the Resulting Company 1 are as follows:

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S r . Name of Director Designation Address
No
1 Mr. Guruprasad Srinivasan Non-Executive Director 145, Gurukrupa Nilaya, 3rd Floor, 4th Main, BEML Layout
5th Stage, Rajarajeshwari Nagar. Bangalore-560098,
Karnataka
2 Mr. Kamal Pal Hoda Non-Executive Director 1E 306, Divyasree Elan Homes, Opp. Total Mall, Sarjapur
Road, Bangalore, Karnataka-560035
3 Ms. Ruchi Ahluwalia Non-Executive Director A-301, Gopalan Habitat Splendour, ITPL Main Road, Next
To CMRIT, Kundalahalli, Doddanekkundi, Bangalore,
Karnataka-560037
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Particulars of the Resulting Company 2 (Bluspring Enterprises Limited) as per Rule 6(3) of the Rules

Bluspring Enterprises Limited/ Resulting Company 2 is an unlisted public company, limited by shares, and was incorporated on February 11, 2024 under the provisions of the Companies Act, 2013 with Registrar of Companies, Karnataka. The shares of Resulting Company 2 are held by the Demerged Company and its nominees, making it a wholly owned subsidiary of the Demerged Company. The CIN of Resulting Company 2 is U81100KA2024PLC184648 and PAN: AAMCB3236E. The Registered Office is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore, Karnataka, India 560103. The email ID of Resulting Company 2 is: [email protected].

There has been no change in the name, registered office and objects of Resulting Company 2 during the last 5 (five) years.

The main objects of Resulting Company 2 : The main objects of Resulting Company 2 as set out in its Memorandum of Association are, inter alia, as follows:
(a) To carry on the business of all types of facility management services such as housekeeping, man power supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping and gardening, water supply, event management services, food preparation, food supply services, kitchen maintenance services, cafeteria and catering services, laundry and linen management services, pest control services, staffing services, mail management and distribution services, waste management services, document management and retrieval services and maintenance services, employee and goods transportation services, vehicle and fleet management services, guest house and residence maintenance and upkeep services, stationery procurement, distribution and maintenance services, daily coffee/ tea distribution services, manned guarding services, cash and valuables guarding and transportation services, cash management services, employee welfare, communication (fixed mobile and landline) facilities, installation and maintenance services, air conditioning and clean room services, carpet cleaning and floor management and for this purpose running professional training organization in the areas of electrical, plumbing, carpentry, painting, gardening, maintenance works, event management and facility management services, facilitate collection of tolls,

fees, cess, rents, from users of various facilities.

(b) To carry on the business of Industrial and/or Operating Asset Management, electrical engineers, electro mechanical engineers, and to provide Integrated Property Management Services to all kinds of Residential and commercial establishments including Landscaping, Fire, Safety & Security Auditing, E. H. S Audit, Vehicle fleet management, Engineering services, Air- conditioning System cleaning, Air & water purification solution, Captive Power Generation plant, DG sets, Fire detection & fire-fighting systems, Telephones and Intercoms, Data and voice communication, Structured cabling, Water management, Drainage system maintenance, Civil Services, Elevator maintenance, oil & gas plant maintenance services, West management, Secretarial Services, Canteen & Pantry Services and other operational maintenance including contract manufacturing and deal with all kinds of Railway Passenger information Systems, their accessories spares and components and to sell space and time for advertising in display devices or systems.
(c) To carry on in India and abroad the business to provide all kinds and types of security as services, including but not limited to, security services, monitoring services, surveillance services, protection services, guarding services, manned guarding services, sentinel services, training services, and other similar services, for all movable and immovable properties, all establishments, airport, naval base, army camps and stations malls, stadiums, theatres, and all other premises whether with or without manpower or with use of electronic devices and using all kinds of technologies.
(d) To act as management consultants, technical, Commercial, Industrial, Advisors, Market Investigators, Sales Promoters, Industrial Engineers, business houses, export houses for finance, technical, production, administration, planning, administrative, marketing, labour, software, hardware and such other area required for the purpose of carrying on business.
Summary of main business of Resulting Company 2 : Resulting Company 2 is engaged in providing facility management services such as housekeeping, manpower supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping etc.
Details of the capital structure of Resulting Company 2 including authorised, issued, subscribed and paid up share capital : The authorised, issued, subscribed and paid-up share capital as on September 30, 2024 was as follows:

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Details Amount (Rs.)
----- End of picture text -----

Details	Amount (Rs.)

Authorised Share Capital
1,00,000 (One Lakh) equityshares of Rs. 10/- (Indian Rupees Ten only) each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 (Ten Thousand) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,00,000

The unaudited financial results of Resulting Company 2 for the second quarter and half year ended September 30, 2024, enclosed as Annexure 14B , and is available for inspection at the registered office of Resulting Company 2.
The details of Promoters and Directors of Resulting Company 2 as on September 30, 2024 along with their addresses are mentioned herein below:

The details of the promoters of Resulting Company 2 are as follows:

Sr. No	Name	Category	Address
1	Quess Corp Limited (holding 100% equityalongwith its nominees)	Promoter	3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru - 560103

The details of the directors of Resulting Company 2 are as follows:

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Sr. No Name of Director Designation Address
1 Mr. Guruprasad Srinivasan Non-Executive Director 145, Gurukrupa Nilaya, 3rd Floor, 4th Main,
BEML Layout 5th Stage, Rajarajeshwari Nagar.
Bangalore-560098, Karnataka
2 Mr. Kamal Pal Hoda Non-Executive Director 1E 306, Divyasree Elan Homes, Opp. Total Mall,
Sarjapur Road, Bangalore, Karnataka-560035
3 Ms. Ruchi Ahluwalia Non-Executive Director A-301, Gopalan Habitat Splendour, ITPL Main Road,
Next To CMRIT, Kundalahalli, Doddanekkundi,
Bangalore, Karnataka-560037
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V. Salient features of the Scheme, including Effective Date, Appointed Date, Record Date and Consideration

The salient features of the Scheme are, inter-alia, are extracted below. The capitalized terms used herein shall have the same meaning as ascribed to them in the Scheme:

“The Scheme provides inter alia for:
(i) the demerger of Demerged Undertaking 1 to Resulting Company 1;
(ii) the consequent issuance of the New Equity Shares 1 by Resulting Company 1 to the equity shareholders of the Demerged Company;
(iii) the demerger of Demerged Undertaking 2 to Resulting Company 2;
(iv) the consequent issuance of the New Equity Shares 2 by Resulting Company 2 to the equity shareholders of the Demerged Company; and
(v) matters consequential or connected therewith;

pursuant to Sections 230 to 232 of the Act and other applicable provisions thereof read with Section 2(19AA) of the Incometax Act, 1961, and the SEBI Scheme Circular.

Definitions
0.1 In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:
“Appointed Date” means the opening of business hours on April 01, 2024 or such other date as approved by the NCLT.

“Demerged Undertaking 1” means all the businesses, undertakings, activities, operations and properties of the Demerged Company, of whatsoever nature and kind and wheresoever situated, in each case, forming part of or necessary or advisable for the conduct of, or the activities or operations, pertaining to Transferred Business 1, as a going concern without any break or interruptions in the operations thereof, including but not limited to, the following:

(i) all immovable properties and rights thereto i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including roads, drains and culverts, bunk houses, civil works, foundations for civil works, buildings, warehouses, offices, etc., which form part of Transferred Business 1 (including freehold and lease hold properties) whether or not recorded in the books of accounts of the Demerged Company and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of rental agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;
(ii) all assets as are movable or immovable in nature forming part of Transferred Business 1, whether present or future or contingent, tangible or intangible, in possession or not, corporeal or incorporeal, in each case, wherever situated (including plant and machinery, capital work in progress, furniture, fixtures, fixed assets, computers, air conditioners, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventories, stock in trade, stores and spares, packing material, raw material, tools and plants), actionable claims, earnest monies, security deposits paid or deemed to have been paid and sundry debtors, prepaid expenses, bills of exchange, promissory notes, financial assets, shares, securities and/ or investments in entities/ branches undertaken by Transferred Business 1, outstanding loans and advances, recoverable in cash or in kind or for value to be received, receivables,

(iii) goods, equipments, and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 1 including all of the aforementioned items as recorded in the fixed assets register of the Demerged Company in relation to Transferred Business 1;
(iv) all goodwill of the Demerged Company in relation to Transferred Business 1;
(v) all inventories, stock-in-trade or stock – in-transit and merchandise including raw materials, supplies, finished goods, wrapping supply and packaging items of Transferred Business 1 along with the marketing and distribution channels of Transferred Business 1;
(vi) investments, cash and bank balances, financial assets, insurances, provisions, funds, equipments, book debts and debtors and any related capitalized items and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 1;
(vii) all Permits, quotas, rights, entitlements, licenses, permissions, right of way, approvals, authorisations, clearances, consents, benefits, registrations, pre-qualifications, eligibility criteria, credits, certificates, awards, sanctions, allotments, no objection certificates, exemptions, pre-qualifications, bid acceptances, concessions, subsidies, Tax deferrals, incentives and exemptions and other benefits (in each case including the benefit of any applications made for the same), income tax benefits and exemptions (including the certificates obtained under Section 197(1) of the IT Act) including the right to deduction for the residual period, i.e., for the period remaining as on the Appointed Date out of the total period for which the deduction is available in law, if any, liberties and advantages, approval for commissioning of project and other benefits, lease rights, licenses or clearances granted/ issued/ given by any governmental, statutory or regulatory or local or administrative bodies, organizations or companies for the purpose of carrying on Transferred Business 1 or in connection therewith including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that form part of Transferred Business 1;
(viii) all earnest moneys and/or security deposits and/or advances paid by the Demerged Company in relation to Transferred Business 1 and benefit of any deposits;
(ix) all Contracts, agreements, purchase orders, service orders, operation and maintenance contracts, memoranda of understanding, undertakings, memoranda of agreed points, bids, tenders, tariff policies, expressions of interest, letters of intent, hire and purchase arrangements, equipment purchase agreements, lease/ license agreements, tenancy rights, agreements/ panchnamas for right of way, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/ service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether vested or potential and written, oral or otherwise and all rights, title, interests, assurances, claims and benefits thereunder forming part of Transferred Business 1;
(x) all insurance policies pertaining to Transferred Business 1;
(xi) all Intellectual Property rights, applications (including hardware, software, licenses, source codes, para meterisation and scripts), registrations, goodwill, trade names, service marks, copyrights, patents, project designs, marketing authorization, approvals, marketing intangibles, Permits, permissions, incentives, privileges, special status, domain names, designs, trade secrets, research, quotations, sales and marketing materials, manuals, credit and pricing information and studies, technical knowhow, confidential information, other information on the customer base, customer relationship, customer behaviour, and other benefits (in each case including the benefit of any applications made for the same) and all such rights of whatsoever description and nature that form part of Transferred Business 1;
(xii) all rights to use and avail telephones, facsimile, email, internet, leased line connections and installations, utilities,

electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, Contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company forming part of Transferred Business 1 and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company and forming part of Transferred Business 1;

(xiii) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/ supplier pricing information, and all other books and records, whether in physical or electronic form that form part of Transferred Business 1;
(xiv) the Transferred Liabilities 1;
(xv) the employees of Transferred Business 1 including their liabilities with respect to restricted stock options in terms of the QSOP 2020, payment of gratuity, superannuation, pension benefits and provident fund or other compensation or benefits, if any, whether in the event of resignation, death, retirement, retrenchment or otherwise, as on the Effective Date;
(xvi) all legal or other proceedings of whatsoever nature that form part of Transferred Business 1, which are capable of being continued by or against Resulting Company 1 under Applicable Law; and
(xvii) any assets, liabilities, agreements, undertakings, activities, operations or properties that are determined by the Boards of the Demerged Company and Resulting Company 1 as relating to or forming part of Transferred Business 1 or, which are necessary for conduct of, or the activities or operations of Transferred Business 1.

“Demerged Undertaking 2” means all the businesses, undertakings, activities, operations and properties of the Demerged Company, of whatsoever nature and kind and wheresoever situated, in each case, forming part of or necessary or advisable for the conduct of, or the activities or operations, pertaining to Transferred Business 2, as a going concern without any break or interruptions in the operations thereof, including but not limited to, the following:

(i) all immovable properties and rights thereto i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including roads, drains and culverts, bunk houses, civil works, foundations for civil works, buildings, warehouses, offices, etc., which form part of Transferred Business 2 (including freehold and lease hold properties) whether or not recorded in the books of accounts of the Demerged Company and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of rental agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;
(ii) all assets as are movable or immovable in nature forming part of Transferred Business 2, whether present or future or contingent, tangible or intangible, in possession or not, corporeal or incorporeal, in each case, wherever situated (including plant and machinery, capital work in progress, furniture, fixtures, fixed assets, computers, air conditioners, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventories, stock in trade, stores and spares, packing material, raw material, tools and plants), actionable claims, earnest monies, security deposits paid or deemed to have been paid and sundry debtors, prepaid expenses, bills of exchange, promissory notes, financial assets, shares, securities and/ or investments in entities/ branches undertaken by Transferred Business 2, outstanding loans and advances, recoverable in cash or in kind or for value to be received, receivables, funds, cash and bank balances and deposits including accrued interest thereto with government, semi-government, local and other authorities and bodies, banks, customers and other Persons, dividends declared or interest accrued thereon, reserves, provisions, funds, benefits of all agreements, bonds, debentures, debenture stock, units or pass through certificates, the benefits of any bank guarantees, performance guarantees and Tax related assets/credits, which relate to Transferred Business 2, including but not limited to GST input credits, service tax input credits, central

value added tax credits, value added/ sales tax/ entry tax credits or set-offs, advance tax, credit of withholding tax/ TDS, Taxes collected at source, Taxes withheld/ paid in a foreign country, self-assessment tax, regular tax, dividend distribution tax, securities transaction tax, deferred tax assets/ liabilities, Tax refunds, rights of any claim not made by the Demerged Company in respect of any refund of Tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Demerged Company and any interest thereon, with regard to any law, act or rule or scheme made by the Appropriate Authority;

(iii) goods, equipments, and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 2 including all of the aforementioned items as recorded in the fixed assets register of the Demerged Company in relation to Transferred Business 2;
(iv) all goodwill of the Demerged Company in relation to Transferred Business 2;
(v) all inventories, stock-in-trade or stock – in-transit and merchandise including raw materials, supplies, finished goods, wrapping supply and packaging items of Transferred Business 2 along with the marketing and distribution channels of Transferred Business 2;
(vi) investments, cash and bank balances, financial assets, insurances, provisions, funds, equipments, book debts and debtors and any related capitalized items and other tangible property of every kind, nature and description, and all other assets pertaining to Transferred Business 2;
(vii) all Permits, quotas, rights, entitlements, licenses, permissions, right of way, approvals, authorisations, clearances, consents, benefits, registrations, pre-qualifications, eligibility criteria, credits, certificates, awards, sanctions, allotments, no objection certificates, exemptions, pre-qualifications, bid acceptances, concessions, subsidies, Tax deferrals, incentives and exemptions and other benefits (in each case including the benefit of any applications made for the same), income tax benefits and exemptions (including the certificates obtained under Section 197(1) of the IT Act) including the right to deduction for the residual period, i.e., for the period remaining as on the Appointed Date out of the total period for which the deduction is available in law, if any, liberties and advantages, approval for commissioning of project and other benefits, lease rights, licenses or clearances granted/ issued/ given by any governmental, statutory or regulatory or local or administrative bodies, organizations or companies for the purpose of carrying on Transferred Business 2 or in connection therewith including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto that form part of Transferred Business 2;
(viii) all earnest moneys and/or security deposits and/or advances paid by the Demerged Company in relation to Transferred Business 2 and benefit of any deposits;
(ix) all Contracts, agreements, purchase orders, service orders, operation and maintenance contracts, memoranda of understanding, undertakings, memoranda of agreed points, bids, tenders, tariff policies, expressions of interest, letters of intent, hire and purchase arrangements, equipment purchase agreements, lease/ license agreements, tenancy rights, agreements/ panchnamas for right of way, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/ service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether vested or potential and written, oral or otherwise and all rights, title, interests, assurances, claims and benefits thereunder forming part of Transferred Business 2;
(x) all insurance policies pertaining to Transferred Business 2;
(xi) all Intellectual Property rights, applications (including hardware, software, licenses, source codes, para meterisation and scripts), registrations, goodwill, trade names, service marks, copyrights, patents, project designs, marketing authorization, approvals, marketing intangibles, Permits, permissions, incentives, privileges, special status, domain names, designs, trade secrets, research, quotations, sales and marketing materials, manuals, credit and pricing information and studies, technical knowhow, confidential information, other information on the customer base, customer relationship, customer behaviour, and other benefits (in each case including the benefit of any applications made for the same) and all such rights of whatsoever description and nature that form part of Transferred Business 2;
(xii) all rights to use and avail telephones, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, Contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Demerged Company forming part of Transferred Business 2 and all other interests of whatsoever nature belonging to or in the ownership, power,

possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Demerged Company and forming part of Transferred Business 2;

(xiii) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/ supplier pricing information, and all other books and records, whether in physical or electronic form that form part of Transferred Business 2;
(xiv) the Transferred Liabilities 2;
(xv) the employees of Transferred Business 2 including their liabilities with respect to restricted stock options in terms of the QSOP 2020, payment of gratuity, superannuation, pension benefits and provident fund or other compensation or benefits, if any, whether in the event of resignation, death, retirement, retrenchment or otherwise, as on the Effective Date;
(xvi) all legal or other proceedings of whatsoever nature that form part of Transferred Business 2, which are capable of being continued by or against Resulting Company 2 under Applicable Law; and
(xvii) any assets, liabilities, agreements, undertakings, activities, operations or properties that are determined by the Boards of the Demerged Company and Resulting Company 2 as relating to or forming part of Transferred Business 2 or, which are necessary for conduct of, or the activities or operations of Transferred Business 2.

It is hereby clarified that if any question arises as to whether any particular asset (tangible or intangible), property (movable or immovable), liability and/ or employee pertains to Demerged Undertaking 2 or whether or not it arises out of or connected to the activities or operations of Demerged Undertaking 2, the same shall be decided mutually by the Boards of the Demerged Company and Resulting Company 2 and such mutual decision shall be conclusive and binding on the Demerged Company and Resulting Company 2.

“Effective Date” means the date on which the last of the conditions and matters referred to in Clause 39 occur or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme. References in this Scheme to the “date of coming into effect of this Scheme” or “upon the Scheme becoming effective” or “effectiveness of the scheme” shall mean the effective date.

“Record Date” shall be the date to be fixed by the Board of the Demerged Company, for the purpose of determining the equity shareholders of the Demerged Company who are entitled to be issued New Equity Shares 1 and New Equity Shares 2, pursuant to this Scheme.

“Remaining Business” means the business undertaking of the Demerged Company that provides:

(i) human resources services (including recruitment and staffing, core skills training and development);
(ii) IT and staff augmentation services (including IT staffing solutions and workforce management tools);
(iii) digital hiring services for blue and grey collar workforce, mobile-first vernacular workforce management and productivity platform, and benefits and engagement platform for blue and grey collar workforce;
(iv) sale services (including in-store execution, feet on street execution and outbound and inbound logistics); and
(v) marketing services (including market activation, visual merchandising, product promotion, and field campaigns).

“Remaining Undertaking” means all the businesses, undertakings, activities, operations and properties of the Demerged Company, of whatsoever nature and kind and wheresoever situated, other than those comprised in the Demerged Undertaking 1 and Demerged Undertaking 2 and including, for the avoidance of doubt, all the businesses, undertakings, activities, operations and properties of the Demerged Company relating to the Remaining Business, including all Intellectual Property relating to or containing the ‘Quess’ mark including but not limited to in the form of wordmark, logo, corporate name.

“Transferred Business 1” means the business undertaking of the Demerged Company that provides:

(i) platform business services (including payroll processing and HRO, and InsurTech insurance processing platform);
(ii) customer lifecycle management services (including omnichannel CRM, CRM digitisation, and tele-sales support);

(iii) non-voice business process outsourcing services (including collections and finance and accounting outsourcing); and
(iv) information technology services (including automation and RPA, cyber security, IT infra management and information technology).
“Transferred Business 2” means the business undertaking of the Demerged Company that provides:
(i) services for integrated facilities management, food, landscaping and integrated security solutions;
(ii) services for maintenance of client assets (including asset management, industrial O&M, IoT-based solutions, telecom network design, implementation and optimisation, and meter reading and billing); and
(iii) services for recruiters/ corporates (including database assess, job posting, employer branding, assisted search, virtual career fairs) and services for job seekers (including advanced job search, resume, custom job recommendation, virtual career fairs and assessments).

“Transferred Liabilities 1” includes:

(i) the Liabilities which relate to or arise out of the activities or operations of Demerged Undertaking 1;
(ii) the specific loans or borrowings raised, incurred and utilized solely for the activities or operations of Demerged Undertaking 1;
(iii) liabilities pertaining to the Demerged Undertaking 1 together with the security interest in respect of such liabilities;
(iv) in cases other than those referred to in Clauses (i), (ii) or (iii) of this definition, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the net current assets transferred to Resulting Company 1 pursuant to this Scheme bear to the total value of the net current assets of the Demerged Company immediately prior to the Appointed Date.

“Transferred Liabilities 2” includes:

(i) the Liabilities which relate to or arise out of the activities or operations of Demerged Undertaking 2;
(ii) the specific loans or borrowings raised, incurred and utilized solely for the activities or operations of Demerged Undertaking 2;
(iii) liabilities pertaining to the Demerged Undertaking 2 together with the security interest in respect of such liabilities;
(iv) in cases other than those referred to in Clauses (i), (ii) or (iii) of this definition, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the net current assets transferred to Resulting Company 2 pursuant to this Scheme bear to the total value of the net current assets of the Demerged Company immediately prior to the Appointed Date.

14. CONSIDERATION FOR THE DEMERGER OF DEMERGED UNDERTAKING 1

14.1 Upon the effectiveness of this Scheme and in consideration of the transfer and vesting of Demerged Undertaking 1 into Resulting Company 1 pursuant to provisions of this Scheme, Resulting Company 1 shall, without any further act or deed, issue and allot equity shares to the equity shareholders of the Demerged Company, whose names are recorded in the register of members and records of the depository as members of the Demerged Company, on the Record Date, in the following ratio:

14.2 The equity shares referred to in Clause 14.1 are hereinafter referred to as “New Equity Shares 1”.
14.3 No New Equity Shares 1 shall be allotted in respect of fractional entitlements by Resulting Company 1 to which the equity shareholders of the Demerged Company may be entitled on allotment pursuant to this Scheme. If any equity shareholder of the Demerged Company is entitled to fractional entitlements on account of the Share Entitlement Ratio 1 as applicable to him/ her/ it, subject to receipt of appropriate approvals, if any, Resulting Company 1 shall consolidate such fractional entitlements and thereupon allot the New Equity Shares 1 in lieu thereof to a trust to be constituted by Resulting Company 1 in this regard, who shall hold the New Equity Shares 1 in trust on behalf of the equity shareholders of the Demerged Company entitled to fractional entitlements with the express understanding that the trust shall sell the New Equity Shares 1

so allotted on the Stock Exchanges at such time or times and at such price or prices and to such Person, as the trust deems fit (which sale shall be undertaken within 90 (ninety) days from the date of allotment of such New Equity Shares 1 to the trust), and shall distribute the net sale proceeds, subject to Tax deductions and other expenses as applicable, to the equity shareholders of the Demerged Company in proportion to their respective fractional entitlements. In case the number of such New Equity Shares 1 to be allotted to the trust by virtue of consolidation of fractional entitlements is a fraction, it shall be rounded off to the next higher integer.

14.4 The New Equity Shares 1 to be issued and allotted as provided in Clause 14.1 shall be subject to the memorandum and articles of association of Resulting Company 1 and shall rank pari passu in all respects with the then existing equity shares of Resulting Company 1 after the Record Date including with respect to dividend, bonus entitlement, rights shares entitlement, voting rights and other corporate benefits.
14.5 The New Equity Shares 1 to be issued pursuant to Clause 14.1 shall be issued in dematerialized form by Resulting Company 1, provided that the equity shareholders of Resulting Company 1 shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. Any equity shareholder who holds shares of the Demerged Company in physical form shall also receive the New Equity Shares 1 in dematerialized form provided that the details of their account with the depository participant are intimated in writing to the Demerged Company and/or its registrar at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. The Resulting Company 1 shall deal with physical shares in such manner as it deems fit and in the best interest of the eligible shareholder.
14.6 In the event any eligible shareholder fails to submit the relevant details within the timelines prescribed in Clause 14.5, the New Equity Shares 1 shall be issued in dematerialized form to a trustee nominated by the Board (“Trustee 1”) of the Resulting Company 1 who shall hold these New Equity Shares 1 in trust for the benefit of such eligible shareholder. Provided however, if the eligible shareholder fails to share the relevant details within the timelines as prescribed under SEBI master circular number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 on “Master Circular for Registrars to an Issue and Share Transfer Agents”, as amended from time to time, the New Equity Shares 1 shall stand transferred by Trustee 1 to the suspense escrow demat account, opened and maintained by Resulting Company 1 in this regard, and will be remitted to such eligible shareholders when the details of such shareholder’s demat account are intimated in writing to Resulting Company 1.
14.7 Any unclaimed New Equity Shares 1, along with the dividend accrued on such unclaimed New Equity Shares 1 (if any) shall be treated as ‘unclaimed shares’ and ‘unclaimed dividend’ for the purposes of the Act, including for the purposes of Section 124 and Section 125 of the Act, and shall be treated in the manner prescribed under the Act for ‘unclaimed shares’ and ‘unclaimed dividend’.
14.8 The New Equity Shares 1 issued and /or allotted pursuant to Clause 14.1, in respect of such of the equity shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act shall, pending settlement of dispute by order of court or otherwise, be also held in abeyance by Resulting Company 1.
14.9 The New Equity Shares 1 issued pursuant to Clause 14.1, which Resulting Company 1 are unable to allot due to Applicable Laws (including, without limitation, the failure to receive approvals of an Appropriate Authority as required under Applicable Law) or any regulations or otherwise shall, pending allotment, be held in abeyance by Resulting Company 1 and shall be dealt with in the manner as may be permissible under the Applicable Law and deemed fit by the Board of Resulting Company 1. If the above cannot be effected for any reason, Resulting Company 1 shall ensure that this does not delay implementation of the Scheme and shall take all such appropriate actions as may be necessary under Applicable Laws. Resulting Company 1 and/ or the depository shall enter into such further documents and take such further actions as may be necessary or appropriate in this regard and to enable actions contemplated therein.
14.10 In the event of there being any pending share transfers, whether lodged or outstanding, of any equity shareholders of the Demerged Company, the Board of the Demerged Company shall be empowered, prior to or even subsequent to the Record Date, to effectuate such transfers in the Demerged Company as if such changes in registered holders were operative as on the Record Date. In order to remove any difficulties arising to the transferors of the shares in relation to the shares issued by Resulting Company 1 after this Scheme comes into effect. The Board of the Demerged Company shall be empowered to remove such difficulties that may arise in the course of implementation of this Scheme and registration of new shareholders in Resulting Company 1 on account of difficulties faced in the transition period.
14.11 The issue and allotment of the New Equity Shares 1 in terms of this Scheme shall be deemed to have been carried out as if the procedure laid down under Section 62, Section 42 and any other applicable provisions of the Act or the allied rules have been complied with.

14.12 Post effectiveness of the Scheme, Resulting Company 1 shall apply for and procure the listing of its New Equity Shares 1 on the Stock Exchanges in terms of and in compliance with the SEBI Scheme Circular. The New Equity Shares 1 allotted by Resulting Company 1 pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.
14.13 There shall be no change in the shareholding pattern of Resulting Company 1 between the Record Date and the listing which may affect the basis on which approval is received from the Stock Exchanges.
14.14 The New Equity Shares 1 to be issued in lieu of the shares of the Demerged Company held in the unclaimed suspense account, if any, shall be issued to a new unclaimed suspense account created for equity shareholders of Resulting Company 1.
14.15 Where any securities are to be allotted to the heirs, executors, administrators, legal representatives or other successors in title, as the case may be, of any security holders, the concerned heirs, executors, administrators, legal representatives or other successors in title shall be obliged to produce evidence of title, satisfactory to the Board of Resulting Company 1 as a condition to such allotment.

25. CONSIDERATION FOR THE DEMERGER OF DEMERGED UNDERTAKING 2

25.1 Upon the effectiveness of this Scheme and in consideration of the transfer and vesting of Demerged Undertaking 2 into Resulting Company 2 pursuant to provisions of this Scheme, Resulting Company 2 shall, without any further act or deed, issue and allot equity shares to the equity shareholders of the Demerged Company, whose names are recorded in the register of members and records of the depository as members of the Demerged Company, on the Record Date, in the following ratio:

“For every 1 (one) equity share of face and paid-up value of Rs 10/- (Indian Rupees Ten only) each held in the Demerged Company, 1 (one) equity share of face and paid-up value of Rs. 10/- (Indian Rupees Ten only) each of Resulting Company 2 to be issued to the equity shareholders of the Demerged Company.” (“Share Entitlement Ratio 2”)

25.2 The equity shares referred to in Clause 25.1 are hereinafter referred to as “New Equity Shares 2”.
25.3 No New Equity Shares 2 shall be allotted in respect of fractional entitlements by Resulting Company 2 to which the equity shareholders of the Demerged Company may be entitled on allotment pursuant to this Scheme. If any equity shareholder of the Demerged Company is entitled to fractional entitlements on account of the Share Entitlement Ratio 2 as applicable to him/ her/ it, subject to receipt of appropriate approvals, if any, Resulting Company 2 shall consolidate such fractional entitlements and thereupon allot the New Equity Shares 2 in lieu thereof to a trust to be constituted by Resulting Company 2 in this regard, who shall hold the New Equity Shares 2 in trust on behalf of the equity shareholders of the Demerged Company entitled to fractional entitlements with the express understanding that the trust shall sell the New Equity Shares 2 so allotted on the Stock Exchanges at such time or times and at such price or prices and to such Person, as the trust deems fit (which sale shall be undertaken within 90 (ninety) days from the date of allotment of such New Equity Shares 2 to the trust), and shall distribute the net sale proceeds, subject to Tax deductions and other expenses as applicable, to the equity shareholders of the Demerged Company in proportion to their respective fractional entitlements. In case the number of such New Equity Shares 2 to be allotted to the trust by virtue of consolidation of fractional entitlements is a fraction, it shall be rounded off to the next higher integer.
25.4 The New Equity Shares 2 to be issued and allotted as provided in Clause 25.1 shall be subject to the memorandum and articles of association of Resulting Company 2 and shall rank pari passu in all respects with the then existing equity shares of Resulting Company 2 after the Record Date including with respect to dividend, bonus entitlement, rights shares entitlement, voting rights and other corporate benefits.
25.5 The New Equity Shares 2 to be issued pursuant to Clause 25.1 shall be issued in dematerialized form by Resulting Company 2, provided that the equity shareholders of Resulting Company 2 shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. Any equity shareholder who holds shares of the Demerged Company in physical form shall also receive the New Equity Shares 2 in dematerialized form provided that the details of their account with the depository participant are intimated in writing to the Demerged Company and/or its registrar at least 7 (seven) days before the Record Date to the Demerged Company and/or its registrar. The Resulting Company 2 shall deal with physical shares in such manner as it deems fit and in the best interest of the eligible shareholder.
25.6 In the event any eligible shareholder fails to submit the relevant details within the timelines prescribed in Clause 25.5, the New Equity Shares 2 shall be issued in dematerialized form to a trustee nominated by the Board (“Trustee 2”) of the

Resulting Company 2 who shall hold these New Equity Shares 2 in trust for the benefit of such eligible shareholder. Provided however, if the eligible shareholder fails to share the relevant details within the timelines as prescribed under SEBI master circular number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 on “Master Circular for Registrars to an Issue and Share Transfer Agents”, as amended from time to time, the New Equity Shares 2 shall stand transferred by Trustee 2 to the suspense escrow demat account, opened and maintained by Resulting Company 2 in this regard, and will be remitted to such eligible shareholders when the details of such shareholder’s demat account are intimated in writing to Resulting Company 2.

25.7 Any unclaimed New Equity Shares 2, along with the dividend accrued on such unclaimed New Equity Shares 2 (if any) shall be treated as ‘unclaimed shares’ and ‘unclaimed dividend’ for the purposes of the Act, including for the purposes of Section 124 and Section 125 of the Act, and shall be treated in the manner prescribed under the Act for ‘unclaimed shares’ and ‘unclaimed dividend’.
25.8 The New Equity Shares 2 issued and /or allotted pursuant to Clause 25.1, in respect of such of the equity shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act shall, pending settlement of dispute by order of court or otherwise, be also held in abeyance by Resulting Company 2.
25.9 The New Equity Shares 2 issued pursuant to Clause 25.1, which Resulting Company 2 are unable to allot due to Applicable Laws (including, without limitation, the failure to receive approvals of an Appropriate Authority as required under Applicable Law) or any regulations or otherwise shall, pending allotment, be held in abeyance by Resulting Company 2 and shall be dealt with in the manner as may be permissible under the Applicable Law and deemed fit by the Board of Resulting Company 2. If the above cannot be effected for any reason, Resulting Company 2 shall ensure that this does not delay implementation of the Scheme and shall take all such appropriate actions as may be necessary under Applicable Laws. Resulting Company 2 and/ or the depository shall enter into such further documents and take such further actions as may be necessary or appropriate in this regard and to enable actions contemplated therein.
25.10 In the event of there being any pending share transfers, whether lodged or outstanding, of any equity shareholders of the Demerged Company, the Board of the Demerged Company shall be empowered, prior to or even subsequent to the Record Date, to effectuate such transfers in the Demerged Company as if such changes in registered holders were operative as on the Record Date. In order to remove any difficulties arising to the transferors of the shares in relation to the shares issued by Resulting Company 2 after this Scheme comes into effect. The Board of the Demerged Company shall be empowered to remove such difficulties that may arise in the course of implementation of this Scheme and registration of new shareholders in Resulting Company 2 on account of difficulties faced in the transition period.
25.11 The issue and allotment of the New Equity Shares 2 in terms of this Scheme shall be deemed to have been carried out as if the procedure laid down under Section 62, Section 42 and any other applicable provisions of the Act or the allied rules have been complied with.
24.12 Post effectiveness of the Scheme, Resulting Company 2 shall apply for and procure the listing of its New Equity Shares 2 on the Stock Exchanges, in terms of and in compliance with the SEBI Scheme Circular. The New Equity Shares 2 allotted by Resulting Company 2 pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.
25.13 There shall be no change in the shareholding pattern of Resulting Company 2 between the Record Date and the listing which may affect the basis on which approval is received from the Stock Exchanges.
24.14 The New Equity Shares 2 to be issued in lieu of the shares of the Demerged Company held in the unclaimed suspense account, if any, shall be issued to a new unclaimed suspense account created for equity shareholders of Resulting Company 2.
25.15 Where any securities are to be allotted to the heirs, executors, administrators, legal representatives or other successors in title, as the case may be, of any security holders, the concerned heirs, executors, administrators, legal representatives or other successors in title shall be obliged to produce evidence of title, satisfactory to the Board of Resulting Company 2 as a condition to such allotment.

34 CANCELLATION OF EXISTING SHARES OF THE RESULTING COMPANIES AND REDUCTION OF SHARE CAPITAL OF THE RESULTING COMPANIES

34.1 Immediately upon the issue and allotment of New Equity Shares 1 by Resulting Company 1 and New Equity Shares 2 by Resulting Company 2 to the equity shareholders of the Demerged Company in accordance with Clause 14 and Clause 25 of this Scheme, and pursuant to provisions of Section 230-232 of the Act, the existing shareholding of the Demerged Company and its nominees in the Resulting Companies, as applicable, will stand cancelled, extinguished and annulled which shall be regarded as reduction of share capital of the respective Resulting Companies, without any further act, instrument or

deed. The consequent reduction of share capital of the Resulting Companies shall be an integral part of this Scheme and the Companies shall not be required to follow the process under Section 66 of the Act or any other provisions of Applicable Law separately. It is clarified that such cancellation is in consideration of the Demerged Undertaking 1 and Demerged Undertaking 2 being transferred to Resulting Company 1 and Resulting Company 2 respectively pursuant to the Scheme, and no new shares shall be issued and no payment shall be made in cash whatsoever by the Resulting Companies in lieu of such cancelled shares of the Demerged Company.

34.2. On effecting the reduction in the share capital and cancellation of shares, as stated in Clause 34.1, the cancelled shares of Resulting Company 1 and Resulting Company 2 held by their respective holders, shall also deemed to have been extinguished and cancelled without any further act, instrument or deed (including sending appropriate instructions to the depository participants).
34.3. The reduction of capital of the Resulting Companies as above does not involve any diminution of liability in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital or payment in any other form.
34.4. On the Effective Date, Resulting Company 1 and Resulting Company 2 shall debit their respective share capital accounts with the aggregate face value of the shares cancelled pursuant to this Clause 34.
34.5. Notwithstanding the reduction of the existing share capital of the Resulting Companies above, the Resulting Companies shall not be required to add “and reduced” as a suffix to their names

35. CHANGE IN CAPITAL STRUCTURE OF THE COMPANIES

39. CONDITIONS PRECEDENT

39.1 The effectiveness of this Scheme is and shall be conditional upon and subject to:
39.1.1 the sanction or approval of the Appropriate Authorities and other sanctions and approvals (as may be required by Applicable Law) in respect of this Scheme being obtained in respect of any of the matters in respect of which such sanction or approval is required or on the expiry of any statutory time period pursuant to which such approval is deemed to have been granted;
39.1.2 approval of the Scheme by the requisite majority of each class of shareholders / creditors of the Companies as may be required under the Act and SEBI Scheme Circular or as may be directed by the NCLT. The Demerged Company will comply with the provisions of the SEBI Scheme Circular, including seeking approval of its shareholders through e-voting, as applicable.;
39.1.3 receipt of such other approvals, sanctions and fulfillment of conditions as may be agreed in writing amongst the Companies;
39.1.4 the Sanction Order being obtained by the Companies from the NCLT; and
39.1.5 certified/ authenticated copy of the Sanction Order, being filed with the Registrar of Companies by the Companies in relation to this Scheme.
39.2 It is hereby clarified that submission of the Scheme to the NCLT and to Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that the Companies (as applicable) may have under or pursuant to Applicable Law.
39.3 On the approval of this Scheme by the shareholders of the Companies, such shareholders shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the demergers as set out in this Scheme, related matters and this Scheme itself.”

Note: The unsecured creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

VI. Relationship subsisting between parties to the Scheme

The Demerged Company beneficially holds 100% (hundred per cent) of the issued, subscribed and paid-up equity share capital of Resulting Company 1 and Resulting Company 2, thereby making them its wholly owned subsidiaries.
Mr. Guruprasad Srinivasan is serving on the board of directors of the Demerged Company and the Resulting Companies. He is the Executive Director & Group CEO of the Demerged Company and Non-Executive Director of the Resulting Companies. Similarly, Mr. Kamal Pal Hoda and Ms. Ruchi Ahluwalia are part of Senior Management of Demerged Company and are Non-Executive Directors of the Resulting Companies.

VII. Board approvals and details of voting

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S. No. Name of Director Voted in favor/ against/ abstained
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S. No.	Name of Director	Voted in favor/ against/ abstained

1.	Mr. Ajit Isaac	In favour
2.	Mr. Guruprasad Srinivasan	In favour
3.	Mr. Chandran Ratnaswami	In favour
4.	Mr. Gopalakrishnan Soundarajan	In favour
5.	Ms. RevathyAshok	In favour
6.	Mr. SanjayAnandaram	In favour
7.	Mr. K R Girish	In favour
8.	Mr. Gaurav Mathur	In favour

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S. No. Name of Director Voted in favor/ against/ abstained
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S. No.	Name of Director	Voted in favor/ against/ abstained

1.	Mr. Guruprasad Srinivasan	In favour
2.	Mr. Kamal Pal Hoda	In favour
3.	Ms. Ruchi Ahluwalia	In favour

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S. No. Name of Director Voted in favor/ against/ abstained
----- End of picture text -----

S. No.	Name of Director	Voted in favor/ against/ abstained

1.	Mr. Guruprasad Srinivasan	In favour
2.	Mr. Kamal Pal Hoda	In favour
3.	Ms. Ruchi Ahluwalia	In favour

VIII. Interest of Directors, Key Managerial Personnel (“KMPs”) and their relatives and debenture trustees:

The details of the shareholding of directors, KMPs of the Demerged Company and their respective relatives as on date of Notice is as follows:

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S. No. Name Designation No. of shares
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S. No.	Name	Designation	No. of shares

1.	Mr. Ajit Isaac	Non-Executive - Non Independent Director-Chairman	1,75,19,613
2.	Mr. Guruprasad Srinivasan	Executive Director & - CEO	1,61,702
3.	Mr. Chandran Ratnaswami	Non-Executive Non-Independent Director	Nil
4.	Mr. Gopalakrishnan Soundarajan	Non-Executive Non-Independent Director	Nil
5.	Ms. RevathyAshok	Non-Executive Independent Director	Nil
6.	Mr. SanjayAnandaram	Non-Executive Independent Director	Nil
7.	Mr. K R Girish	Non-Executive Independent Director	Nil
8.	Mr. Gaurav Mathur	Non-Executive Independent Director	Nil
9.	Mr. Kamal Pal Hoda	GroupChief Financial Officer	4,608
10.	Mr. Kundan K Lal	CompanySecretary& Compliance Officer	8,070

The details of the shareholding of directors and KMPs of Resulting Company 1 and their respective relatives as on date of Notice is as follows:

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S. No. Name Designation No. of shares
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S. No.	Name	Designation	No. of shares

1.	Mr. Guruprasad Srinivasan*	Non-Executive Director	1
2.	Mr. Kamal Pal Hoda	Non-Executive Director	Nil
3.	Ms. Ruchi Ahluwalia*	Non-Executive Director	1

*as a Nominee of Quess Corp Limited

The details of the shareholding of Directors and KMPs and their respective relatives of Resulting Company 2 as on date of Notice is as follows:

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S. No. Name Designation No. of shares
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S. No.	Name	Designation	No. of shares

1.	Mr. Guruprasad Srinivasan*	Non-Executive Director	1
2.	Mr. Kamal Pal Hoda	Non-Executive Director	Nil
3.	Ms. Ruchi Ahluwalia*	Non-Executive Director	1

*as a Nominee of Quess Corp Limited

The Demerged Company and the Resulting Companies have not issued any debentures and hence, do not have any debenture trustees.

IX. Effect of the scheme on Stakeholders

(i) Demerged Company

Demerged Company
Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, Key Managerial Personnel and Directors of the Demerged Company is given in the report adopted by the Board of Directors of the Demerged Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached asAnnexure 2Ato this Explanatory Statement.
Promoters
Non-Promoter Members
KeyManagerial Personnel (KMP)
Directors
Depositors	There are no depositors. Hence this is not applicable.
Creditors	The Scheme will ensure long-term value creation and is in the best interest of the Demerged Company and its respective shareholders, employees, creditors and other stakeholders.

Debenture holders	There are no debenture holders. Hence this is not applicable
Deposit holders and debenture trustee	As on date of this Notice, the Demerged Company has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustees does not arise. Similarly, there are no debenture trustee. Hence this is not applicable
Employees of the Demerged Company	The Scheme will ensure long-term value creation and is in the best interest of the Demerged Company and their respective shareholders, employees, creditors and other stakeholders.

(ii) Resulting Company 1

Resulting Company 1
Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, Key Managerial Personnel and Directors of Resulting Company 1 is given in the report adopted by the Board of Directors of Resulting Company 1 pursuant to the provisions of Section 232(2)(c) of the Act which is attached asAnnexure 2Bto this Explanatory Statement.
Promoters
Non-Promoter Members
KeyManagerial Personnel (KMP)
Directors
Depositors	There are no depositors. Hence this is not applicable.
Creditors	There are no creditors. Hence this is not applicable.
Debenture holders	There are no debenture holders. Hence this is not applicable
Deposit holders and debenture trustee	As on date of this Notice, Resulting Company 1 has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustees does not arise. Similarly, there are no debenture trustee. Hence this is not applicable
Employees of Resulting Company 1	As on date of this Notice, Resulting Company 1 has no employees. However, upon the Scheme becoming effective, all employees engaged in or in relation to the Demerged Undertaking 1 as on the Effective Date shall become the employees of Resulting Company 1 on terms and conditions which are not less favourable than those applicable to them with reference to their employment in Demerged Company in accordance with the Scheme.

(iii) Resulting Company 2

Resulting Company 2
Shareholders	The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, Key Managerial Personnel and Directors of Resulting Company 2 is given in the report adopted by the Board of Directors of Resulting Company 2 pursuant to the provisions of Section 232(2)(c) of the Act which is attached asAnnexure 2Cto this Explanatory Statement.
Promoters
Non-Promoter Members
KeyManagerial Personnel (KMP)
Directors
Depositors	There are no depositors. Hence this is not applicable.
Creditors	There are no creditors. Hence this is not applicable.
Debenture holders	There are no debenture holders. Hence this is not applicable
Deposit holders and debenture trustee	As on date of this Notice, Resulting Company 2 has no outstanding public deposits and therefore, the effect of the Scheme on any such public deposit holders or deposit trustees does not arise. Similarly, there are no debenture trustee. Hence this is not applicable
Employees of Resulting Company 2	As on date of this Notice, Resulting Company 2 has no employees. However, upon the Scheme becoming effective, all employees engaged in or in relation to the Demerged Undertaking 2 as on the Effective Date shall become the employees of Resulting Company 2 on terms and conditions which are not less favourable than those applicable to them with reference to their employment in Demerged Company in accordance with the Scheme.

X. Details of investigation or proceedings, if any, pending against the Demerged Company, including ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Demerged Company, its promoters and directors

Details of investigation or proceedings, pending against the Demerged Company including ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, its promoters and directors, are enclosed as Annexure 12. Upon effectiveness of the Scheme, the litigations initiated by or against the Demerged Company with respect to Demerged Undertaking 1 and Demerged Undertaking 2 will be transferred to Resulting Company 1 and Resulting Company 2 respectively in accordance with Clause 13 and Clause 24 of the Scheme.

There are no investigation or proceedings instituted or pending against the Resulting Companies under the Act and as per Rule 6(3)(viii) of the Rules.

XI. Amounts due to Unsecured Creditors

The amount due to unsecured creditors by the respective companies, as on September 30, 2024 is as follows:

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Sl No Particulars Amount in Rs.
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Sl No	Particulars	Amount in Rs.

1	Quess CorpLimited	582 million
2	Digitide Solutions Limited	NIL
3	BluspringEnterprises Limited	NIL

XII. Details of Share Capital/Debt Restructuring, if any

Share Capital Restructuring:

Please refer to Paragraph IX (Effect on Stakeholders, i.e., creditors) and Paragraph XVI (Pre and Post Scheme capital structure of Demerged Company) of this Explanatory Statement.

Debt Restructuring:

There shall be no debt restructuring of the Demerged Company and Resulting Companies pursuant to the Scheme.

XIII. Summary of the Share Entitlement Ratio Report

(i) Share entitlement ratio report dated February 16, 2024 (“ Share Entitlement Ratio Report ”) issued by Bansi S. Mehta Valuers LLP, registered valuer with the Insolvency and Bankruptcy Board of India (IBBI Registration Number: IBBI/RVE/06/2022/172) determined the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 set out in the Scheme. The Share Entitlement Ratio Report shall also be available for inspection at the registered offices of the Company.
(ii) Upon implementation of the Scheme, Resulting Company 1 and Resulting Company 2 will both issue shares to the shareholders of the Demerged Company as on the Record Date, such that all the shareholders of the Demerged Company would become shareholders of Resulting Company 1 and Resulting Company 2 in the same proportion resulting in a mirror image shareholding. Therefore, there is no change in shareholding as illustrated in Paragraph A(4)(d) of the SEBI Scheme Circular. Therefore, the valuer did not carry out a valuation of the entities under the generally accepted principles of valuation.
(iii) The SEBI Scheme Circular requires the valuation report for a scheme of arrangement to provide certain requisite information in a specified format. The proposed demerger did not trigger the requirement for valuation under the specified format.
(iv) For the purpose of arriving at the recommended Share Entitlement Ratio 1 and Share Entitlement Ratio 2, the Share Entitlement Ratio Report was obtained by all the three Companies involved in the Scheme in terms of the SEBI Scheme Circular.
(v) The independent registered valuer appointed to determine the recommended Share Entitlement Ratio 1 and Share Entitlement Ratio 2 for the proposed demerger pursuant to the Scheme and has not expressed any difficulty while determining the same.

XIV. Summary of Fairness Opinion

(i) The Fairness Opinion issued by RBSA Capital Advisors LLP certifies the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 recommended by the valuer in the Share Entitlement Ratio Report as being fair to the shareholders from a financial point of view and has been approved by the Board of Directors of the Companies, the Audit Committee and the Committee

of Independent Directors of the Demerged Company, and also does not indicate any special valuation difficulties.

(ii) The recommendation of the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 for the proposed demerger pursuant to the Scheme has been certified as being fair and has been approved by the Board of Directors of the Company, the Audit Committee of the Demerged Company and the Committee of Independent Directors of the Demerged Company.

XV. Information pertaining to unlisted companies involved in the Scheme in the format specified for abridged prospectus

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Resulting Companies in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4 February, 2022 read with Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker certifying the adequacy of disclosures are annexed as ‘Annexure 15 series.

XVI. Shareholding Pattern and Capital Structure:

The pre/ post-scheme shareholding pattern of the parties to the Scheme is enclosed as Annexure 8 and 9 series.

The Capital Structure (pre and post) are as follows:

Pre and Post Scheme capital structure of Demerged Company

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Details Amount (Rs.)
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Details	Amount (Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only) each	3,93,85,00,000
TOTAL	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,48,62,56,780

Pre Scheme capital structure of Resulting Company 1:

Details	Amount (Rs.)
Authorised Share Capital
1,00,000 (One Lakh) equityshares of Rs. 10/- (Indian Rupees Ten only) each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 (Ten Thousand) equityshares of Rs. 10/- (Indian Rupees Ten only) each	1,00,000

Post Scheme capital structure of Resulting Company 1:

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Details Amount (Rs.)
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Details	Amount(Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only)each	3,93,85,00,000
TOTAL	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/-(Indian Rupees Ten only)each	1,48,62,56,780

Pre Scheme capital structure of Resulting Company 2:

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Details Amount (Rs.)
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Details	Amount(Rs.)

Authorised Share Capital
1,00,000(One Lakh)equityshares of Rs. 10/-(Indian Rupees Ten only)each	10,00,000
TOTAL	10,00,000
Issued, Subscribed and Paid-up Share Capital
10,000(Ten Thousand)equityshares of Rs. 10/-(Indian Rupees Ten only)each	1,00,000

Post Scheme capital structure of Resulting Company 2:

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Details Amount (Rs.)
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Details	Amount(Rs.)

Authorized Share Capital
39,38,50,000 (Thirty-Nine Crores Thirty-Eight Lakhs and Fifty Thousand) equity shares of Rs. 10/- (Indian Rupees Ten only)each	3,93,85,00,000
TOTAL	3,93,85,00,000
Issued, Subscribed and Paid-up Share Capital
14,86,25,678 (Fourteen Crores Eighty-Six Lakhs Twenty Five Thousand Six Hundred and Seventy Eight) equityshares of Rs. 10/-(Indian Rupees Ten only)each	1,48,62,56,780

XVII. Auditors Certificate on conformity of accounting treatment in the Scheme with accounting standards

XVIII. Details as per the Observation Letters issued by Stock Exchanges:

(a) Details of Assets, liabilities, net worth and revenue of the companies involved pre & post scheme (details of which are disclosed are covered in the letter dated March 14, 2024 and March 08, 2024 respectively submitted by the Company to BSE and NSE and enclosed as Annexure 20 series)

Standalone Financials as on September 30, 2023:

(Amount in INR crores)

	Demerged Company (Quess Corp Ltd)	Demerged Company (Quess Corp Ltd)	Demerged Undertaking 1	Demerged Undertaking 2	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Pre- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger
Assets	5,316.5	2,311.8	1,555.7	1,449.1	0.01	1,555.7	0.01	1,449.1
Liabilities	2,770.0	1,594.0	631.2	544.7	-	631.2	-	544.7
Revenue	7,570.3	5,766.4	840.8	963.1	-	840.8	-	963.1
Networth	2,546.5	717.8	924.5	904.4	0.01	924.5	0.01	904.4

(Amount in INR crores)

Consolidated Financials as on September 30, 2023:

	Demerged Company (Quess Corp Ltd)	Demerged Company (Quess Corp Ltd)	Demerged Undertaking 1	Demerged Undertaking 2	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Pre- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger
Assets	6,393.7	2,699.5	1,813.1	1,897.3	0.01	1,813.1	0.01	1,897.3
Liabilities	3,529.6	1,762.3	846.3	937.2	-	846.3	-	937.2
Revenue	9,348.5	6,373.9	1,345.6	1,659.7	-	1,345.6	-	1,659.7
Networth	2,703.3	940.1	895.8	867.4	0.01	895.9	0.01	867.4

(b) Impact of scheme on revenue generating capacity of the Demerged Company.

(c) Need and rationale of the scheme, synergies of business of the companies involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme. Please refer to Paragraph III of this explanatory statement.
(d) Value of assets and liabilities of Demerged Company that are being transferred to Resulting Company

(Amount in INR crores)

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Demerged Company Resulting Company 1 Resulting Company 2
(Quess Corp Ltd) (Digitide Solutions Ltd) (Bluspring Enterprises
Ltd)
Pre- Post- Pre- Post- Pre- Post-
demerger demerger demerge r demerger demerge r demerger
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	Demerged Company (Quess Corp Ltd)	Demerged Company (Quess Corp Ltd)	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 1 (Digitide Solutions Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)	Resulting Company 2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger

Assets:
Tangible and intangible assets	577.1	120.8	-	382.6	-	73.7
Goodwill	343.8	0.6	-	66.6	-	276.6
Cash and bank balances	257.2	73.2	0.01	143.4	0.01	40.6
Trade receivable and other current assets	2,365.3	1,333.7	-	426.1	-	605.5
Other non-current assets	1,773.1	783.5	-	537.0	-	452.7
Total Assets (a)	5,316.5	2,311.8	0.01	1,555.7	0.01	1,449.1
Liabilities:
Borrowings	417.2	244.5	-	46.8	-	125.8
Lease liabilities	381.4	88.0	-	276.3	-	17.1
Trade and otherpayables	1,971.4	1,261.5	-	308.1	-	401.8
Total Liabilities (b)	2,770.0	1,594.0	-	631.2	-	544.7
Networth (a-b)	2,546.5	717.8	0.01	924.5	0.01	904.4

(Amount in INR crores)

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Demerged Company Resulting Company1 Resulting Company2
(Quess Corp Ltd) (Digitide Solutions Ltd) (Bluspring Enterprises
Ltd)
Pre- Post- Pre- Post- Pre- Post-
demerger demerger demerge r demerger demerge r demerger
----- End of picture text -----

	Demerged Company (Quess Corp Ltd)	Demerged Company (Quess Corp Ltd)	Resulting Company1 (Digitide Solutions Ltd)	Resulting Company1 (Digitide Solutions Ltd)	Resulting Company2 (Bluspring Enterprises Ltd)	Resulting Company2 (Bluspring Enterprises Ltd)
	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger	Pre- demerger	Post- demerger

Assets:
Tangible and intangible assets	757.3	112.0	-	511.6	-	133.7
Goodwill	1,040.7	235.7	-	231.8	-	573.2
Cash, bank and liquid investments	610.5	164.5	0.01	316.4	0.01	129.6
Trade receivable and other current assets	3,141.9	1,617.2	-	582.2	-	958.2
Other non-current assets	843.3	570.1	-	171.1	-	102.6
Total Assets(a)	6,393.7	2,699.5	0.01	1,813.1	0.01	1,897.3
Liabilities:
Borrowings	472.6	246.7	-	91.6	-	134.3
Lease liabilities	488.6	90.8	-	337.1	-	60.7
Trade and otherpayables	2,568.4	1,424.8	-	417.6	-	742.2
Total Liabilities (b)	3,529.6	1,762.3	-	846.3	-	937.2
Non-controlling interests (c)	160.8	(2.9)	-	70.9	-	92.7
Networth (a-b-c)	2,703.3	940.1	0.01	895.9	0.01	867.4

(e) Contents of the observation letters issued by the BSE and NSE on July 31, 2024 and August 01, 2024: The observation letters are enclosed as Annexure 10 series respectively.
(f) Additional information submitted to the stock exchanges as per Annexure M of NSE checklist and documents requested as part of Query no. 18 dated March 11, 2024 to BSE: Enclosed as Annexure 20 series .
(g) A copy of the Scheme has been filed by the Demerged Company with the Registrar of Companies, Bengaluru in Form No GNL-1.
XIX. Inspection: The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection at the registered office of the Demerged Company on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 10.00 A.M. to 4.00 PM. An advance notice should be given by e-mail to the Company at [email protected], if it is desired to obtain copies of the Notice from the registered office of the Company. Alternatively, a request for obtaining an electronic/soft copy of the Notice may be made by writing an email to [email protected]
(a) Order dated October 22, 2024 passed by the Hon’ble NCLT in Company Application No CA (CAA) No.36/BB/2024, directing the convening of the meetings of equity shareholders and unsecured creditors of the Demerged Company.
(b) Copy of the Scheme, enclosed as Annexure 1.
(c) Share entitlement ratio report dated February 16, 2024 issued by Bansi S. Mehta Valuers LLP, valuer registered with the Insolvency and Bankruptcy Board of India (IBBI Registration Number: IBBI/RV–E/06/2022/172), determining the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 in connection with the proposed Scheme, enclosed as Annexure 6 .
(d) Fairness opinion dated February 16, 2024 issued by RBSA Capital Advisors LLP, a Category I Merchant Banker registered with SEBI, for providing a fairness opinion on the valuation carried out by the registered valuer in the Share Entitlement Ratio Report i.e., with respect to the Share Entitlement Ratio 1 and Share Entitlement Ratio 2 in connection with the proposed Scheme, enclosed as Annexure 7 .
(e) Certificates from the statutory auditor of the Demerged Company (issued by M/s Deloitte Haskins & Sells LLP (Firm No. 117366W/W-100018)), statutory auditor of Resulting Company 1 (issued by Deloitte Haskins & Sells (Firm No. 008072S)) and statutory auditor of Resulting Company 2 (issued by Deloitte Haskins & Sells (Firm No. 008072S)) to the effect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013, enclosed as Annexure 16 series .

(f) The undertaking dated February 16, 2024 given by the Demerged Company as prescribed under Paragraph (A) (10) (c) of Part I of the SEBI Scheme Circular (defined below) stating the reasons for non-applicability of Paragraph (A) (10) (b) along with the certificate dated February 16, 2024 from M/s. Deloitte Haskins & Sells LLP, statutory auditor of the Demerged Company, certifying the said undertaking, enclosed as Annexure 17 series .
(g) Contracts or agreements material to the Scheme: There are no contracts or agreements material to the Scheme. Hence, not applicable;
(h) Memorandum and Articles of Associations of the Demerged Company, Resulting Company 1 and Resulting Company 2.
(i) Unaudited standalone and consolidated financial results (limited reviewed) of the Demerged Company for the second quarter and half year ended September 30, 2024, enclosed as Annexure 13 .
(j) Copy of the Audit Committee Report dated February 16, 2024 of the Demerged Company, enclosed as Annexure 4 .
(k) Report dated February 16, 2024 adopted by the Committee of Independent Directors of the Demerged Company, enclosed as Annexure 5 .
(l) Copies of the resolutions passed by the board of directors of the Demerged Company dated February 16, 2024 and the Resulting Companies dated February 25, 2024, approving the Scheme, enclosed as Annexure 3 series .
(m) Observation letters dated July 31, 2024 and August 01, 2024 issued by BSE and NSE, respectively to the Demerged Company, enclosed as Annexure 10 series .
(n) Copies of the reports adopted by the Board of Directors of the Demerged and Resulting Companies as per the provisions of Section 232(2) (c) of the Act, enclosed as Annexure 2 series .
(o) Pre and post-scheme shareholding pattern of the Demerged Company enclosed as Annexure 8 .
(p) Pre and post-scheme shareholding patterns of Resulting Company 1 and Resulting Company 2, enclosed as Annexure 9 series .
(q) Complaints reports dated April 04, 2024 and April 05, 2024 submitted by the Demerged Company to BSE and NSE respectively, enclosed as Annexure 11 series .
(r) Details of investigation or proceedings, pending against the Company, including ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken against the Demerged Company, its promoters and directors, enclosed as Annexure 12 series .
(s) Unaudited financial results of Resulting Company 1 and Resulting Company 2 for the second quarter and half year ended September 30, 2024, enclosed as Annexure 14 series .
(t) Information pertaining to Resulting Company 1 and Resulting Company 2 involved in the Scheme as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with SEBI circular dated February 4, 2022 along with certificate issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Bank, enclosed as Annexure 15 series .
(u) Compliance report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Demerged Company addressed to BSE and NSE, enclosed as Annexure 18 .
(v) Form GNL-1 filed with the Registrar of Companies by the Demerged Company, Resulting Company 1 and Resulting Company 2, enclosed as Annexure 19 series .
(w) Additional information and/ or documents as submitted in relation to Query 18 dated March 11, 2024 to BSE and Annexure M to NSE.

XX. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme:

(i) In terms of Regulation 37 of the Listing Regulations, BSE and NSE, by their respective letters dated July 31, 2024 and August 01, 2024, have issued their observations on the Scheme to the Company conveying their no adverse observations/no objection to the Scheme. Copy of the observation letters dated as received from BSE and NSE are enclosed as Annexure 10 series .
(ii) As required by the SEBI Scheme Circular, the Company has filed its complaint reports dated April 04, 2024 and April 05,

2024 with BSE and NSE, respectively. Copies of the complaint reports filed by the Company are enclosed as Annexure 11 series.

(iii) The Scheme was filed by the Demerged Company with the NCLT on August 08, 2024. The NCLT has passed directions to convene Meetings(s) of equity shareholders and unsecured creditors of the Demerged Company vide an Order pronounced on October 22, 2024.
(iv) The Scheme is subject to approval by the requisite majority of the shareholders and unsecured creditors of the Demerged Company in terms of the applicable provisions of the Act and the Rules. Since, the Demerged Company has obtained the NOC from all the secured creditors, the meeting of secured creditor has been dispensed. Similarly, since Resulting Company 1 and Resulting Company 2 have obtained NOC from their equity shareholders, the meeting of equity shareholders of Resulting Company 1 and Resulting Company 2 have been dispensed with. There are no secured creditors and unsecured creditors in the Resulting Companies, therefore, the need to obtain their consent/ convene a meeting does not arise.
(v) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.
XXI. In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Demerged Company recommend the Scheme for approval of the unsecured creditors.
XXII. This statement may be treated as an Explanatory Statement under Section 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6 of the Rules.
XXIII. After the Scheme is approved by the unsecured creditors of the Demerged Company, it will be further subject to the approval by the NCLT.

Sd/Guruprasad Srinivasan Executive Director & Group CEO DIN: 07596207 Quess Corp Limited

Dated this 5[th] day of November, 2024 at Bengaluru

Registered Office:

3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru 560103 CIN: L74140KA2007PLC043909 Website: www.quesscorp.com Email: [email protected] Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

Annexure 1

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Annexure 2A

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Annexure 2B

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Annexure 2C

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Annexure 4

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Annexure 5

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Annexure 6

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Annexure 7

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Annexure 8

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Annexure 9

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Annexure 10

SSE The Power of Vibrance

DCS/AMAL/AK/R37/3275/2024-25

July 31, 2024

The Company Secretary, Quess Corp Ltd 3/3/2, Sarjapur Main Road, Bellandur Gate, Bengaluru, Karnataka, 560103

Dear Sir,

a. "The Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCL T and shareholders, while seeking approval of the scheme."
b. "Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."
c. "Company shall ensure compliance with SEBI circulars issued from time to time."
d. "The entities involved in the scheme shall duly comply with the various provisions of the circular and ensure that all liabilities of the Transferor Company are transferred to the Transferee company."
e. "Company is advised that the information pertaining to all the unlisted companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of the schedule VI of the ICDR Regulations 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."
f. "Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."

Page 1 of 4

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SSE The Power of Vibrance

g. "Company shall ensure that the details of the proposed scheme under consideration as provided to the stock exchange shall be prominently disclosed in the notice to shareholders."
h. "The Companies are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013.
Details of Assets, Liabilities, Net worth and revenue of the companies involved pre & post scheme.
Impact of scheme on revenue generating capacity of the Demerged company.
• Need and rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.
Value of assets and liabilities of Demerged Company that are being transferred to Resulting Company
i. "Company shall ensure that applicable additional information, if any, to be submitted to SEBI along with draft scheme of arrangement and document requested via 'Query No.18' dated March 11, 2024 shall form part of disclosures to the shareholders."
j. "Company is advised that the proposed equity shares to be issued in the terms of the "Scheme" shall be mandatorily in demat form only."
k. "Company is advised that the 'Scheme' shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document."
I. "Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI."
m. "Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCL T and the Company is obliged to bring the observations to the notice of Hon'ble NCL T."
n. "Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme."
o. "It is to be noted that the petitions are filed by the company before Hon'ble NCL T after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the Company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

q;J

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SSE The Power of Vibrance .,

To duly comply with various provisions of the circulars.

To submit the Information Memorandum containing all the information about Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the Companies are also advised to make the same available to the public through its website.
To publish an advertisement in the newspapers containing all details of Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") in line with the details required as per the aforesaid SEBI circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.
To disclose all the material information about Digitide Solutions Limited ("Resulting Company 1 ") and Bluespring Enterprises Limited ("Resulting Company 2") on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.
The following provisions shall be incorporated in the scheme:

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PUBLIC

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Ref: NSE/LIST/40413

August 01, 2024

The Company Secretary Quess Corp Limited Quess House, 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru - 560103

Kind Attn.: Mr. Kundan K Lal

Dear Sir,

a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.
b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.
c) The Company shall ensure compliance with the SEBI circulars issued from time to time.

This Document is Digitally Signed

Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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d) The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
e) The Company shall ensure that information pertaining to all the Unlisted Companies involved, if any in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
g) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the Shareholders.
h) The Companies involved in the Scheme shall ensure to disclose the following, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013:
Details of assets, liabilities, net worth and revenue of the companies involved, pre and post scheme.
Impact of scheme on revenue generating capacity of Demerged Company.
Need and rationale of the scheme, synergies of business of the companies involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.
Value of assets and liabilities of Demerged Company that are being transferred to the Resulting Company.
i) The Company shall ensure that all the applicable additional information shall form part of disclosure to shareholders, which was submitted by the Company to the Stock Exchanges as per Annexure M of Exchange checklist.
j) The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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k) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.
m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
n) The Company shall ensure that all the applicable provisions under the Companies Act, 2013, rules and regulations issued thereunder are complied, including obtaining the consent from the creditors for the proposed scheme.
o) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

The Listed entities involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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The listing of Digitide Solutions Limited and Bluspring Enterprises Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Companies satisfying the following conditions:

To submit the Information Memorandum containing all the information about Digitide Solutions Limited and Bluspring Enterprises Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

To publish an advertisement in the newspapers containing all the information about Digitide Solutions Limited and Bluspring Enterprises Limited in line with the details required as per SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
To disclose all the material information about Digitide Solutions Limited and Bluspring Enterprises Limited to NSE on continuous basis to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:

(a) “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

The validity of this “Observation Letter” shall be six months from August 01, 2024, within which the Scheme shall be submitted to NCLT.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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Yours faithfully, For National Stock Exchange of India Limited

Khyati Vidwans Senior Manager

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Thu, Aug 1, 2024 15:12:37 IST Location: NSE

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Annexure 11

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April 04, 2024

To, BSE Limited P.J. Towers, Dalal Street, Mumbai-400 001 Scrip Code: 539978

Dear Sir/Madam,

Sub: Submission of “Report on Complaints” pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI Scheme Circular”)

We request you to kindly take the above on record, and issue the no-objection letter, at the earliest

Your sincerely, For Quess Corp Limited

Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.04 17:04:22 +05'30'

Kundan K Lal

Company Secretary and Compliance Officer

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REPORT ON COMPLAINTS

Part A

	Part A
Sr. No.	Particulars	Number
1.	Number of complaints received directly	NIL
2.	Number of complaints forwarded byStock Exchanges/SEBI	NIL
3.	Total Number of complaints/comments received(1+2)	NIL
4.	Number of complaints resolved	NIL
5.	Number of complaintspending	NIL

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	Not Applicable

Your sincerely,

For Quess Corp Limited

Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.04 17:03:58 +05'30'

Kundan K Lal Company Secretary and Compliance Officer

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April 05, 2024

To, National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex Bandra (East), Mumbai 400 051 NSE Symbol: QUESS

Dear Sir/Madam,

Sub: Submission of “Report on Complaints” pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI Scheme Circular”)

We request you to kindly take the above on record, and issue the no-objection letter, at the earliest

Your sincerely, For Quess Corp Limited

Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.05 11:45:39 +05'30'

Kundan K Lal Company Secretary and Compliance Officer

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REPORT ON COMPLAINTS

	Part A	Part A	Part A	Number NIL NIL NIL NIL NIL
Sr. No.	Particulars			Number
1.	Number of complaints received directly			NIL
2.	Number of complaints forwarded byStock Exchanges/SEBI			NIL
3.	Total Number of complaints/comments received(1+2)			NIL
4.	Number of complaints resolved			NIL
5.	Number of complaintspending			NIL
	Part B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
1.	Not Applicable

Your sincerely, For Quess Corp Limited Kundan Digitally signed by Kundan Kumar Lal Kumar Lal Date: 2024.04.05 11:46:12 +05'30' Kundan K Lal Company Secretary and Compliance Officer

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Annexure 12

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Annexure 13

Deloitte Haskins & Sells LLP

Chartered Accountants

Prestige Trade Tower, Level 19 46, Palace Road, High Grounds Bengaluru-560 001 Karnataka, India

Tel: +91 806188 6000 Fax: +91 80 6188 6011

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF QUESS CORP LIMITED

We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of QUESS CORP LIMITED ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), for the quarter and half year ended 30 September 2024 (''the Statement") being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").
This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (!CAI). A review of interim financial information consists of making inquiries, primarily of Parent's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, to the extent applicable.

The Statement includes the results of the entities listed in Annexure 1 to this report.

5. Basis for Qualified Conclusion

oresaid matter, pending ultimate resolution and acceptance by the Income Tax Authority, we are unable to comment whether any adjustments are necessary.

This matter was also qualified in our report on the consolidated financial results for the quarter ended 30 June 2024 and year ended 31 March 2024.

Regd. Office: One International Center, Tower 3, 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

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6. Qualified Conclusion

7. Emphasis of Matter

We draw attention to note 4 of the Statement, regarding the demands received by the Parent in respect of provident fund and contingency related to the pending litigation on the said matter.

Our conclusion on the Statement is not modified in respect of this matter.

We did not review the financial information/financial results of 18 subsidiaries included in the consolidated unaudited financial results, whose interim financial information/financial results reflect total assets of Rs. 10,316.94 million as at 30 September 2024 and total revenues of Rs. 6,314.41 million and Rs. 12,592.01 million for the quarter and half year ended 30 September 2024 respectively, total net profit after tax of Rs. 625.38 million and Rs. 827.20 million for the quarter and half year ended 30 September 2024 respectively and total comprehensive income of Rs. 719.98 million and Rs. 917.75 million for the quarter and half year ended 30 September 2024 respectively, and net cash outflows of Rs. 594. 71 million for the half year ended 30 September 2024, as considered in the Statement. These interim financial information/ financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of these matters.

The consolidated unaudited financial results includes the financial information/ financial results of 17 subsidiaries which have not been reviewed by their auditors, whose interim financial information/ financial results reflect total assets of Rs. 885.50 million as at 30 September 2024 and, total revenue of Rs. 382.94 million and Rs. 735.04 million for the quarter and half year ended 30 September 2024 respectively, total profit after tax of Rs. 2.34 million and Rs. 0.93 million for the quarter and half year ended 30 September 2024 respectively and total comprehensive income of Rs. 9.11 million and Rs. 1.36 million for the quarter and half year ended 30 September 2024 respectively and net cash inflows of Rs. 75.32 million for the half year ended 30 September 2024, as considered in the Statement. According to the information and explanations given to us by the Management, these interim financial information/financial results are not material to the Group.

Our Conclusion on the Statement is not modified in respect of our reliance on the interim financial information/results certified by the Management.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 1177-100018) / Gun,lnde, s;ngh Partner Membership No. 110128 UDIN:24110128BKBGZZ6500

Place: Bengaluru Date: 28 October 2024

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ANNEXURE 1:

ANNEXURE 1:
Nature Subsidiaries/Step-down subsidiaries:	~~s.~~ No	Entity name .
	1.		Brainhunter Systems Ltd. Mindwire SystemsLimited
	2.
	3.		MFX Infotech Private Limited (Merged with Quess Corp Ltd w.e.f. 1 December 2023) Quess (Philippines) Corp. Quess Corp (USA) Inc. Ouess Coro Holdings Pte. Ltd. Quessqlobal (Malaysia) Sdn. Bhd. MFXchanae Holdings Inc. MFXchanqe US, Inc. Ouess Corp Lanka (Private) Limited
	4.
	5.
	6.
	7.
	8.
	9.
	10.		Ouess Corp Lanka (Private) Limited
	11. 12.		Quesscorp Singapore Pte Ltd (formerly known as Comtel Solutions Pte. Limited)
			Quess East Benqal FC Private Limited Excelus Learning Solutions Private Limited Conneqt Business Solutions Limited (Merged with Quess Corp Ltd w.e.f. 1December 2023)
	13.
	14. 15.
			Vedanq Cellular Services Private Limited Quess International Services Private Limited (formerly known as Golden Star Facilities and Services Private Limited)
	16.
	17. 18.		Quess Selection & Services Pte Ltd (formerly known as Comtelpro Pte. Ltd.) Quess Malaysia Digital Sdn Bhd (formerly known as Comtelink Sdn. Bhd.)
	19.
	20.
	21.
	22.
	23.
	24.
	25.		Greenpiece Landscapes India Private Limited (Merged with Quess Corp Ltd w.e.f. 1December 2023)
	26.		Quesscorp Management Consultancies (formerly known as Styracorp Management Services)
	27.		Quesscorp Manpower Supply Services LLC [formerly known as S M S Manpower Supply Serices (LLC)l Alldigi Tech Limited [formerly known as Allsec Technologies Limited) Allsectech Inc.,USA Allsectech Manila Inc., Philippines Quess Services Limited (till 20 March 2024) Trimax Smart Infraprojects Private Limited Terrier Security Services (India) Private Limited Heotaaon Technologies Private Limited Billion CareersPrivate Limited Ouess Coro NA LLC
	28. 29.
	30.
	31. 32. 33.
	34.
	35.
	36. 37.
			Stellarsloq Technovation Private Limited
	38.		Ouess Recruit Inc. (w.e.f 1 Januar 2024	)

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Par	I: Statement of consolidated unaudit	I: Statement of consolidated unaudit	I: Statement of consolidated unaudit	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Registered Ofice: Quess Ho C ed fnancial results for thequarer and halfy	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	Quess Corp Limited 1312, Bellandur Gate, Sarapur Road, Bengalur 560 103; o L74l40KA2007PLC043909 nded 30 September 2024 (!Nil in mil Consolidated Quarter ended Halfyear ended	lion except per share data)
SI. N I	o	Income a) Revenue from operations b)Other income		Pariculars			-
														Year ended
								30 September 2024	30 September 30 June 2024 2023			30 September 2024	30 September 2023	31 March 2024
								(Unaudited)	(Unaudited) 50,03107 IOI.SO	(Unaudited) 47,483.4 151,3		(Unaudited)	(Unaudited)	(Audited)
								51,793 62 43.84			0 4	1,01,824.69 145.35	93,485.50 192.06	1,91,001 33 294 53 1.91,295.86 4,771 95 1,65,374,31 1,366 65 2,831 95 13,726.
		Total income(a+ b)						51,837.46 50,132.57		47,634.7	4	1,01,970.04	93,677.56 2,510.88 80,632.03 650.42 1,382.28 7,071.47
2 3 4 5 6 7 8 9 lO II		Expenses a) Cost of material and stores and spare pars cons b) Employee benefts expense (refer note 8) c) Finance costs (refer note 8) d) Depreciation and amortisation expense e) Other expenses Total expenses(a+ b+c+d+e)					umed	502 91 45,767.95 284.15 697,18 3,567.07	461.69 44,394.07 281.54 689.76 3,291-0	1,391.8 40,726.9 329.6 696,5 3,680.5	7 8 2 9 9	964,60 90,162.04 565,69 1,386,95 6,858.27
								50,819.26	49,118.26	46,825.6	5	99,937.55	92,247.08	1,88,071.41 3,224.45 (0.69) 3,223.76 271.59 2,952.17 5 I 8.0 0.69 (370 96) 148.13 2,804.04 (318.24) 81. 75 (19.12) (255.61)
	Proft before share of proft of equity accounted investees, exceptional items and tax (1 - 2) Shae of loss of equity accounted investees (net of tax) Proft befre exceptional items and tax (3+4) Exceptional items (gain)l oss (refer note 6) Proft befre tax (5 - 6) Tax expense/(credit) Current tax Income tax relating to previous year Deferred tax Total tax expense Proft for the period(7 -8) Other comprehensive income (i) Items that will not be reclassified subsequently to profit or loss Remeasurement of defned beneft plans Income tax (expense)lcredit relating to items that will not be reclassifed to proft or loss (ii) Items that will be reclassified subsequently to profit or loss Exchange differences in translating fnancial statements of freigoperations Other comprehensive income /(loss) for the period, net of tax Total comprehensive income fr theperiod (9+10)							1,018.20 1,014.31 . 1,018.20 1,014.31 (3.08) (171 26) 1,021.28 1,185.57 128.54 !08.1 OJ I (5.89) (43 61) (33.63) 85.04 68.79 936.24 1,116.78 (113.61) 1 9.43 29.99 (4.91) 225 48 (84.34) 141.86 (69.82)		809.09 (0.47) 808.62 15,87 792.75 203.44 (120,15) 83.29 709.46 (127.38) 26,88 29.40 (71.10)		2,032.49 . 2,032.49 (174.4) 2,206.83 236.85 (5,78) (77.24) 153.83 2,053.00 (94.18) 25.08 141. 14 72.04	1,430.48 (0.36) 1,430.12 15.87 1,414.25 369 09 (145.7) 223.62 1,190.63 (194.46) 47.69 (57.46) (204.23)
								1,078.10 1,046.96		638.36		2,125.04	986.40	2,548.43
12 13 14 15 16	Proft/(loss) attributable to: Owners of the Company Non-controlling interests Other comprehensive income/(loss) attri Owners of the Company Non-controlling interests Total comprehensive income/(loss) attri Owners of the Company Non-controlling interests Paid-up equity share capital (Face value oflNR 10,00 per share) Reserves i.e.Other equity Eaing per equit share (a) Basic (in INR) (b)Diluted(in INR)				buta butab	ble to: le to:		923.89 1,038.10 12.35 78.68 139.32 (60 82) 2.54 (9.00) 1,063.21 977 28 14.89 69.68 1,486.26 1,485.10		719.26 (9 80) (59 79) (11. I) 659.7 (21.11) 1,484.20		1,961.97 91,03 78.50 (6.46) 2,040.47 84.57 1,486,26	1,197.37 (6.74) (198.24) (5,99) 999.13 (12.73) 1,484.20	2,778.56 25.48 (236.41) (19.20) 2,542.15 6.28 1,485 10 26.504,83
17			)					(not annualised)	(not annualised)	(not annualised)		(not annualised)	(not annualised)	(annualised)
								6.15 6.10	6.99 6.94	4.85 4.82		13.21 13.12	8.07 8.03	18.72 18,61

See accompanymg notes to the financial results

262

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 103: CIN No. L74140KA2007PLC043909

Consolidated Balance Sheet as at 30 Seotember 2024 Particulars	Consolidated Balance Sheet as at 30 Seotember 2024 Particulars	As al 30 September 2024	(INR in million) As al 31 March 2024
		(Unaudited)	(Audited)
A I 2 B I 2 3	ASSETS Non-current assets Propery, plant and equipment Right-of-use assets Capital work-in-progess Goodwill Other intangible assets Intangible assets under development Financial assets Investments Other fnancial assets Deferred tax assets (net) Income tax assets (net) Other non-current assets Total non-current assets Current assets Inventores Financial assets Investments Trade receivables -Billed -Unbilled Cash and cash equivalents Bank balances other than cash and cash equivalents above Loans Other fnancial assets Other curent assets Total current assets Asset classifed as held for sale Total Assets EQUITY AND LIABlLITlES Equity Equity share capital Other equity Total equity attributable to equity holders of the Company Non-controlling interests Total equity Liabilities Non-current liabilities Financial liabilities Borrowings Lease liabilities Provisions Total non-current liabilities Current liabilities Financial liabilities Borrowings Trade payables Lease liabilities Other fnancial liabilities Income tax liabilities (net) Provisions Other current liabilities Liabilities directly associated with assets classifed as held for sale Total current liabilities Total Liabilities Total Equit and Liabilities	1,823.75 3,895.1 5.78 10,146.19 824 52 15185 366.57 1,410 74 1,606.92 5,104.64 559 01 25,895.38	1,960.37 4,220.66 26.07 10,038.63 732.93 299.50 366.57 1,880.60 1,504.01 5,127.33 589.53 26,746.20
		67.87 1,001.6 16,762.78 13,695.23 4,450.30 415.32 12 IO 360.28 1,478.12	71.28 562.79 15,388.29 12,333.00 5,201.25 251.39 8.65 244.18 1,663.32
		38,243.56 - 64.138.94 l,486 26 27.697.76 29,184.02 1.678.77	35,724.15 80.08 62,550.43 1,485.10 26.504.83
			27,989.93 1,656.09
		30,862.79	29,646.02
		14.06 3,021.76 3.718 54 6,754.36 2,512.37 1,182.42 1,356.00 15,397.73 220.04 220.16 5,633.07 26,521.79 - 26,521.79 33,276.15	17.58 3,258.60 3.361.59 6,637.77 3,677.78 1,175.58 1,427.18 13,731.19 204.99 334.04 5,689.92 26,240.68 25.96 26,266.64 32,904.41 -
		64 138.94	62.550.43
See accompanying notes to the fnancial results

263

Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 10 CIN No L74140KA2007PLC043909 Statement of Consolidated Cash nows for the halfyear ended 30 September 2024	3; (Amount in INR milion)
Particulars	For the hairyear ended
	30 September 2024 30 September 2023 (Unaudited) 2,053.00 153,83 (176 90) - (31 49) (8.5) (65.12) 0.4 I (0.62) (29.01) 43.36 565.69 1,386.95 (255-21) 582.71 14.43 4,233.58 3.41 (3,045.15) 201. 93 2146 2,150.83 3,566.06 (128.81) 3,437.25 (471.77) 6.34 171.10 (409.14) (227.45) 51.28 26.92 (Unaudited) 1,190.63 223.62 - 15.87 (47 88) (6 76) (76.27) 6 34 - (20.2) 124.79 650.42 1,382.28 418.1 18.64 (26.74) 0.36 3,853.29 (29.62) (2,640.50) (431.85) 74.19 1.904.98 2,730.49 (412,85) 2,317.64 (471.25) (61 38) (67.80) 583.98 70.67
Cash flows fom operating activities Profit afer tax Adjustments to reconcile net proft to net cash provided by operating activities: Tax expenses Exceptional items [refer note 6] -Gain on sale of Labour Law Compliance (LLC) Division -Others Interest income on tenn deposits Amorised cost adjustments for fnancial instruments Interest on income tax refunds Loss on sale of propery, plant and equipment, net Gain on sale of investments in mutua] funds Fair value gain on fnancial assets desigated at fair value through proft or loss Employee stock option cost Finance costs Depreciation and amorisation Expected credit Loss on fnancial assets Bad debts wrtten off Foreig exchange gain, net Share of loss of equity accounted investees Operating cash fows before working capital changes Changes in operating assets and liabilities Changes in inventories Changes in trade receivables and unbilled revenue Changes in loans, other fnancial assets and other assets Changes in trade payables Changes in other fnancial liabilities, other ]iabilities and provisions Cash generated from operations Income taxes (paid), net Net cash fows fom operating activities (A) Cash fows fom investing activities Expenditure on propery, plant and equipment and intangibles Proceeds fom sale of propery, plant and equipment and intangibles Proceeds fom sale of division of a subsidia[refr note 6] Purchase of mutual fund Placement of bank deposits Redemption of bank deposits Interest received on tenn deposits Net cash from/(used in) in investing activities (B) Cash fows from fnancing activities Proceeds fom tenn loans Repayment of ter loans Proceeds fom shor tenn borrowings Repayment of short ter borowings Proceeds from/(repayment of) short-term borowings Payment oflease liability Proceeds from issue of equity shares.net of share issue expenses Payment of stamp duty in relation to merger and issue of shares in earlier year Payment of dividend to non-controlling interest of subsidia. Dividends paid Interest paid Others Net cash (used in)/from in financing activities (C) Net increase/(decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period Effect of exchange rate fuctuations on cash and cash equivalents Cash and cash equivalents at the end of the period Components of cash and cash equivalents Cash in hand Balances with banks In curent accounts In EEFC accounts In deposit accounts (with orginal maturty ofless than 3 months) Cash and cash equivalents in consolidatedbalance sheet
	(852.72) 54.22
	(64.90) 46,602.45 (48,610.35) 903.99 (991.91) 1.07 (60.83) (891.75) (240,06) (3.00) 79,94 (56.15) 3,321. 91 (3,630.99) (299.51) (941. 28) 2.45 (124.64) (324,08)
	(3,355.29) (770.76) 5,201.25 19 81 4,450.30 5.95 4,435.18 9,17 (1,972.35) 399.51 4,375.74 (7.71) 4,767.54 9.39 4,701.98 43.74 12.43
	4,450.30 4,767.54
The disclosure for the half year ended 30 September 2024 and 30 September 2023 are prepared in compliance with Indian Accountin Reporing,

264

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No. L 74 l 40KA2007PLC043909

Statement of consolidated unaudited segment wise revenue, results, assets and liabilities for the auarter and half year ended 30 September 2024

(!NII in million)

Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 l 03; CIN No.L 74 l 40KA2007PLC043909 Based on the "management approach" as defned in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker evaluates the Group perforance and allocates resources based on an analysis of various performance indicators by business segments. Statement of consolidated unaudited segent wise revenue, results, assets and liabilities for the auaer and half year ended 30 September 2024 (!NII in million)
SI. N	o Particulars			Conso			lida led Halfyear ended Year ended 30 September 30 September 31 March 2024 2024 2023
				Quarter ended			Halfyear ended 30 September 30 September 2024 2023
				30 September 2024	30 June 2024	30 September 2023	30 September 2024		31 March 2024
				I Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited) 65,358.94 13,953.96 11,475.25 2,697.35	(Audited) 1,34,422 84 28,007.37 23,400.26 5.)70.86
I		Segment revenue a) Workfrce management b) Operating asset management c) Global technology solutions d)Product led business		37,472.79 7,680.46 6,247.06 393.31	36,218,99 7,325.35 6,100.60 386.13	33,152 73 7,054.60 5,842.65 1.433.2	73,691 78 15,005.81 12,347.66 779.44
		Total		51,793.62	50,031.07	47,483.40	1,01,824.69	93,485.50	1,91,001.33
2		Segment results a) Workforce management b) Operating asset management c) Global technology solutions d)Product led business		916.10 371.69 1,093.03 (75.52)	885.03 351.0 1,069.94 (84.06)	871.73 351 52 1,041.17 (202.15)	1,801.13 722.99 2,162.97 (159.58)	1,703.98 659 62 2,042.92 (458.16)	3,511.82 1,409.83 4,252.98 (628.9)
			expense ccounted investees{net of tax)	2,305.30 2,222.21 349.61 338 10 697.18 689.76 284.15 28L54 43.84 IOI 50 . -		2,062.27 4,527.51 378.31 687 73 696 59 1,386.95 329,62 565.69 151.34 145 35 (0.47)		3,948.36	8,546.14
								677 24 1,382 28 650.42 192.06 (0.36)	1,417 62 2,831.95 1,366.65 294.53 _(0 _69)
			x	1,018.20 1,014.31 (3.08) (171.26)		808.62 2,032.49 15.87 (174.34) 792.75 2,206.83		1,430.12 15.87 l.414.25	3,223.76 271.9 2,952.17
		Profit befre tax		1,021.28 1,185.57
3		Segment assets a) Workforce management b) Operating asset management c) Global technology solutions d) Product led business e)Unallocated		19,184 27 14,619.83 15,184.37 1,606.62 13,543.85	19,320.79 13,853.91 15, I 88.6 1,686.84 13,191.43	19,796.64 19,184.27 14,392.45 14,619.83 15,240.84 15,184.37 2,555.57 1,606.62 11,952.20 13,543.85		19,796.64 19,004.98 14,392.45 13,950.95 15,240.84 15,018.86 2,555.57 1,588.01 11,952.20 12,987.63
		Total		64,138.94	63,241.53	63.937.70	64,138.94	63,937.70 62,550.43
4	Segment liabilities a) Workforce management b) Operating asset management c) Global technology solutions d) Product led business e)Unallocated			16,217 24 6,581.45 6,923.27 1,212.47 2,341 72	14,819.99 6,195.07 7,038.76 1,277.47 3,169.74	14,770.23 5,573.86 7,402.74 2,31183 5,237 65	16,217.24 6,581 45 6,923.27 1,212 47 2,341.72	14,770.23 14,269.4 5,573.86 5,982.45 7,402.74 7,310 62 2,311.83 1,368 42 5.237.65 3,97 8
	Total			33,276.15	32,501.03	35,296.31	33,276.15	35.296.31 32,904.41

See accompanying notes to the financial results

265

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 103; CIN No. L74140KA2007PLC043909

Consolidated unaudited financial results for the quarter and half year ended 30 September 2024

Notes for the quarter and half year ended 30 September 2024:

The consolidated financial results ofQuess Corp Limited ("the Company") including its subsidiaries (collectively known as the "Group") (as mentioned in Appendix 1 to these notes) for the quarter and half year ended 30 September 2024 have been taken on record by the Board of Directors at its meeting held on 28 October 2024. The statutory auditors have expressed a qualified conclusion on the consolidated financial results for the quarter and half year ended 30 September 2024. These consolidated financial results have been extracted from the interim consolidated financial information
2 The consolidated financial results have been prepared in accordance with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
3 The consolidated unaudited financial results and the review report of the Statutory Auditors is being filed with Bombay Stock Exchange ("BSE") and National Stock Exchange ("NSE") and will be made available on the Company's website www quessc.orp.com.
4 During fiscal year 2020, the Regional PF Commissioner ("RPFC") passed an order under Section 7-A of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 ("Act") demanding INR 716.56 million on the grounds that it failed to ·remit Provident Fund ("PF") on wages for its employees for the period from April 2018 to March 2019 for certain components of salary. The Company filed an appeal before the Central Government Industrial Tribunal ("CGIT") under section 7-1 of the Act challenging the Employees' Provident Fund Organisation's ("EPFO") order along with the application under Section 7-0 of the Act seeking a waiver from pre-deposit of the alleged Provident Fund Contributions till the final disposal of the Appeal The CGIT after hearing the submissions made by the parties passed an Order allowing complete waiver from any pre-deposit and also staying the operation of the EPFO order The matter has been adjourned to IO December 2024. The Company has taken external independent legal advice as per which the EPFO's order is prima facie erroneous and unsustainable in law and therefore will not be sustained on ultimate resolution,
5 Income Tax matters:
During the previous quarters, the Company received assessment orders for fiscal 2018, 2019 and 2020: and draft assessment order for fiscal 2021 in which primarily deduction under section 80JJAA of the Income Tax Act ('IT Act') and depreciation on goodwill has been disallowed.

additional employees whose emoluments exceed Rs.25,000 in a month but the average emoluments for these additional employees does not exceed Rs.25,000 in a month during the service period;
additional employees who have served more than 240 days in a year but are not an employee on March 31 of the respective financial year for which the claim is availed; and
employees for whom which the employer's contribution of provident fund for any part of the year is paid by the Government under Employee Pension Scheme (EPS) but the entire employer's contribution is not reimbursed by the Government during the year.

Pending resolution of these Income Tax disputes, the Group has disclosed a contingent liability of INR 1,631,07 million towards demands including interest in the order for these fiscal years.

266

6 Exceptional items:

7 During the year ended 31 March 2024, the Board of Directors of the Company, approved the Composite Scheme of Arrangement amongst the Company, Digitide Solutions Limited ("Resulting Company 1 or Digitide") and Bluspring Enterprises Limited ("Resulting Company 2 or Bluspring) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder ("Scheme").

The Scheme provides for the following:

8 During the Quarter, the Company has changed its accounting policy for presentation of net interest cost on defined benefit obligation from employee benefits expense to finance cost as this results in providing reliable and more relevant information 'about the financial performance of the Company. Pursuant to change in the accounting pol icy, the Company has reclassed the prior period figures. The impact on employee benefits expense and finance cost for the periods presented is as under:

Particulars		*(INR in mfllio11s)*	*(INR in mfllio11s)*	*(INR in mfllio11s)*
		Quarter ended Half year ended		Year ended
	30 September 2024 30-Jun-24		30 September 2023 30 September 30 September 2024 2023	31 March 2024
Decrease in Employee benefts expense	(65) 65 (46) 46		(48) (112) (97)	(193)
Increase in Finance cost	65		48 112 97	193
Net impact on consolidated fnancial result	~~-~~	~~-~~	~~-~~ ~~-~~ ~~-~~	~~-~~

for and on behalf of Board of Directors of Quess orp Limited Exec111i1 Director (Who{ DIN: 07596207 Place: Bengaluru

Date: 28 October 2024

267

268

Deloitte Haskins & Sells LLP

Chartered Accountants

Prestige Trade Tower, Level 19 46, Palace Road, High Grounds Bengaluru-560 001 Karnataka, India

Tel: +91806188 6000 Fax: +91 80 6188 6011

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF QUESS CORP LIMITED

We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of QUESS CORP LIMITED ("the Company"), for the quarter and half year ended 30 September 2024 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").
This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (!CAI). A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion .

. 4. Basis for Qualified Conclusion

This matter was also qualified in our report on the financial results for the quarter ended 30 June 2024 and for the year ended 31 March 2024.

Regd. Office: One International Center, Tower 3, 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

269

Deloitte Haskins & Sells LLP

5. Qualified Conclusion

6. Emphasis of Matter

We draw attention to note 6 of the Statement, regarding the demands received by the Company in respect of provident fund and contingency related to the pending litigation on the said matter.

Our conclusion on the Statement is not modified in respect of this matter.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)

Gurvinder Singh Partner Membership No. 110128 UDIN: 24110128BKBGZY7890

Place: Bengaluru Date: 28 October 2024

270

Par1. Statement of standalon	Par1. Statement of standalon	Quess Registered Ofce: Quess House, 3/3/2, Be e unaudited financial resultsfrthe auaer	Corp Limited llandur Gate, Sarjapur Road, Bengaluru 560 103; and half vear ended 30 Seotember 2024	Corp Limited llandur Gate, Sarjapur Road, Bengaluru 560 103; and half vear ended 30 Seotember 2024	Corp Limited llandur Gate, Sarjapur Road, Bengaluru 560 103; and half vear ended 30 Seotember 2024	(INR inmillionsexcept oer share data)	(INR inmillionsexcept oer share data)	(INR inmillionsexcept oer share data)	(INR inmillionsexcept oer share data)
SI. No		Particulars	Quarer ended			Standalone Halfvear ended Year ended
							Halfvear ended		Year ended
			30 September 2024	30 June 2024	30 September 2023*		30 September 2024 (Unaudited)	30 September 2023 (Unaudited)*	31 March 2024 (Audited)
			_Unaudited)	(Unaudited)	(Unaudited)
1	Income a) Revenue fom operations bl Other income		43,819.06 870,01	42,119.37 363.40	38,508.46 440.63		85,938.41 1,233.45	75,703.24 590.93	1,55,711.84 1.611.69
	Total income(a+b)		44,689.07	42,482.77	38,949.09		87,171.86	76,294.17	I ,57,323.53 1,877.91 1,38,846 69 1,078.53 1,852.32 9.999,99
2	Expenses a) Cost of material and stores and spae parts consumed b) Employee benefits expense_(refer note JO) c) Finance costs(refer note I OJ_ d) Depreciation and amorisation expense el Other exoenses		502.61 39,437.43 223 27 479.68 2575.48	450,61 520 38 38,027.27 34,131 85 236.44 280.29 478.26 466.10 2.407,69 2.681 44 41,600.27 38,080.06			953.23 77,464.70 459,70 957.94 4.983.14	939.57 67,284.91 551 58 924 60 5,080.88
	Totalexpenses (a+ b+ c+ d+ e)		43,2t8.47				84,818.71	74,781.54	1.53,655.44
3 4 5 6 7 8	Proft befre exceptional items and tax (1 - 2) Exceptional items loss, net_(refer note 8) Profit befre tax (3 - 4) Tax (credit)/expense Curent tax Income tax relating to previous year Deferred tax Total tax (credit)/expense Profit fr the period (5 - 6) Other comprehensive income _Items that will not he reclassified subsequently to proft or loss Remeasurement of defned benefit plans Income tax expense/(credit) relating to items that will not be reclassifed to proft or loss Other comprehensive income/(loss) for the period, net of taxes		1,470.60 3.49 1,467.11 - . (48,83) (48.83) 1,515.94 (98 55) 24.80 (73.75)	882.50 869.03 95,23 143.04 787.27 725.99 - 73.39 (7.19) - (61 02) (118.30) (68.21) (44.91) 855.48 770.90 28,75 (106.82) (7.24) 26.88 21.51 (79.94)			2,353.15 98.73 2,254.42 . (7.19) (109.85) (117.04) 2,371.46 (69.80) 17.57 (52.23)	1,512.63 111.21 1,401.42 152 89 - (127.11) 25.78 1,375.64 (190.02) 47.82 (142.20)	3,668.09 506.24 3,161.85 53.41 - (320.77) (267.36) 3,429.21 (284.90) 72.21 (212.69)
9 10 11	Total comprehensive income fr the period (7+8) Paid-up equity share capital (Face value ofINR 10,00 per share) Reseres i.e. Other eauit		1,442.19	876.99 1,485.10	690.96 1,484.20 (not annualised)		2,319.23 1.233.44 3,216.52 1,486.26 1,484 20 1,485.10 25.404,59 (not a ualised)(not annualised) (annualised) 15.96 9.27 23.11 15.85 9.22 22.97
			1,486 26
12	Eaingsper equitvshare		(not annualised)	(not annualised}
	(a) Basic (in IN) (b)Diluted(in INR)		10.09 10.02	5.76 5.72	5.19 5.16

See accompanying notes to the financial results

*retrospectively restated to give effect to matters stated in note 5

271

Quess Corp Limited

Registered Office: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 103; CIN No.L74140KA2007PLC043909

	Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengalur 560 103; CIN No.L74140K2007PLC043909
Stan Par	dalone Balance Sheet as at 30 Seotember 2024 ticulars	As at 30 September 2024 (lnaudited)	*(NR in mil/iom)*
			As at 3 I March 2024 (Audited)
A 1 2 B 1 2 3	ASSETS Non-current assets Property, plant and equipment Right-of-use assets Capital work in progress Goodwill Other intangible assets Intangible assets under development Financial assets Investments Loans Other fnancial assets Deferred tax assets (net) Income tax assets (net) Other non-current assets Total non-current assets Current assets Inventories Financial assets Trade receivables Billed Unbilled Cash and cash equivalents Bank balances other than cash and cash equivalents above Loans Other fnancial assets Other curent assets Total current assets Total Assets EQUITY AND LIABILITIES Equit Equity share capital Other equity Total Equity Liabilities Non-current liabilities Financial liabilities Borrowings Lease liabilities Non-curent provisions Total non-current liabilities Current liabilities Financial liabilities Borrowings Lease liabilities Trade payables Total outstanding dues of micro enterprises and small enterrises Total outstanding dues of creditors other than micro enterprises and small enterprses Other fnancial liabilities Income tax liabilities Curent provisions Other curent liabilities Total current liabilities Total Liabilities Total Equit and Liabilities	1,455.63 3,160.68 1 41 3,427.45 444.39 30 78 10,130 19 716 43 970.57 1,I69 66 4,385.83 496.66 26,389.68 56.48 12,955 14 11,154.55 2,834.68 342.78 4.07 431.01 849.11 28,627.82 55 017.50 1,486.26 26,884.57 28,370.83 14.06 2,454.50 3.102.43 5,570.99 1,670.48 1,073.87 167 95 395 34 13,001.19 51_55_ 237,22 4.478.08 21,075.68	1,500.35 3,394.96 0.45 3,427.45 586.49 20.59 10,243.19 560,18 1,504.65 1,042.25 4,435.20 531.53
			27,247.29
			63.22 11,542.17 10,166.72 2,823,04 179,12 3.33 316.33 1,032.40
			26,126.33
			53 373.62 1,485,10 25,404.59
			26,889.69 17.58 2,631.68 2,897.63 5,546.89 3,062.64 1,109.09 134.80 528,70 11,561.93 19.89 228.48 4.291.51 20,937.04 26.483.93 53 373.62
		26,646.67 55,017.50

See accompanying notes to the financial results

272

Quess Corp Limited Registered Ofce: Quess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru 560 CIN No. L74l40KA2007PLC043909 Standalone statement of cash fows fr halfyear ended 30 September 2024	103; (/NI in milliom) For the half year ended 30 September 2024 Unaudited) 30 September 2023 Unaudited *
Particulars
Cash fows from operating activities Profit afer tax Adjustments to reconcile net proft to net cash provided by operating activities: Tax expense_I_(credit) Interest on tax refnds Interest on term deposits Loss/(Profit) pn sale of propery, plant and equipment, net Dividend income on investment in subsidiaries Employee stock option cost Loss/(Proft) on sale of investment Interest on loans given to related paries Finance costs Depreciation and amorisation Amorised cost adjustments for fnancial instrments Exceptional items loss [refr note 8 J - Impairent/ (reversal) of impairent on investment, loan and advances of subsidiaries Foreign exchange gain Provision for bad and doubtfl debts, net Bad debts wrtten of Operating cash fows befre working capital changes Changes in operating assets and liabilities Changes in inventories Changes in trade receivables and unbilled revenue Changes in loans, other fnancial assets and other assets Changes in trade payables Changes in other fnancial liabilities, other liabilities and provisions Cash generated from operations Income taes (paid)/ refnd received, net Net cash fows from operating activities (A) Cash fows from investing activities Expenditue on property, plant and equipment and intagibles Proceeds fom sale of property, plant and equipment and intangibles Investment in debentures in subsidiares Proceeds fiom redemption of debentures in subsidiares Dividend received (net of tax deducted at source) Placement of bank deposits Redemption of bank deposits Loans and advances given to related parties Repayment ofloans and advances by related parties Interest received on term deposits Others Net cash from investing activities (B) Cash fows from fnancing activities Payment of stamp duty in relation to merger and issue of shares in earlier yea Shares issued on exercise of employee stock options Proceeds fom working capital loan Repayments of working capital loan Proceeds/(repayments) fom shor ter borowings Payment of term loan Proceeds fom ter loan Repayment of lease liabilities Interest paid Dividend paid Net cash used in fnancing activities (C) Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents al the end of the year Components of cash and cash equivalents Cash on hand Balances with banks In current accounts In EEFC account In deposit accounts (with orginal maturity of less than 3 months) Cash and cash equivalents as per standalone balance sheet	2,371.46 (117.04) (62.97) (27.35) (0.95) (1,015.82) 52.61 (0 62) (22.21) 459.70 957.94 (20.72) 96.17 (0.91) 44.00 330.11 3,043.40 6.74 (2,774 91) 180.47 (100.21) 2.126,23 2,481.72 228.37 2,710.09 (139.80) 1.91 23.00 938.64 (199.43) 23.52 (124.05) 11.18 18,74 3.00) 1,375 64 25 78 (75.17) (25.72) 6.41 (406.32) 33.37 (32.37) 551.58 924,60 (5.15) 111.21 (2.62) 364.39 9 17 2,854.80 5 46 (2,566.01) (298.15) 110 64 1,985.88 2,092.62 (130.28) 1,962.34 (260.99) 34.26 (274.96) 406.32 (27.01) 231.57 (770,89) 851.36 23.86
	550.71 1.07 46,588.44 (48,610.35) 630.38 (4.16) (779.82) (182,97) (891.75) 213.52 (124,64) 1 90 3,321.63 (3,541 26) (299,51) 11.40 (735.90) (279.21)
	(3,249.16) 11.64 2,823.04 (1,645.59) 530.27 1.771.26
	2,834.68 2,301.53
	4,85 2,824.24 5.59 4.0 2,251.72 33.18 12.43
	2,834.68 2,301.53

*retrospectively restated to give effect to matter stated in note 5 See accompanying notes to the financial results

273

Quess Corp Limited Standalone unaudited financial results for the quarter and half year ended 30 September 2024

Notes relating to current quarter and half year ended 30 September 2024:

The standalone financial results of Quess Corp Limited ("the Company") for the quarter and half year ended 30 September 2024 have been approved by the Board of Directors at its meeting held on 28 October 2024 The statutory auditors have expressed a qualified conclusion on the financial results for the quarter and half year ended 30 September 2024, These standalone financial results have been extracted from the interim standalone financial information.
2 Pursuant to the provisions of the Listing Agreement, the Management has decided to publish consolidated unaudited financial results in the newspapers. The standalone unaudited financial results and the review report of the statutory auditors is being filed with Bombay Stock Exchange ("BSE") and National Stock Exchange ("NSE") and will be made available on the Company website www.quesscorp.com.
3 The standalone financial results have been prepared in accordance with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
4 In accordance with Ind AS I 08, Operating segments, segment information has been provided in the consolidated unaudited financial results of the Company and therefore no separate disclosure on segment information is given in these standalone unaudited financial results,
5 The Board of Directors of the Company, at its meeting held on 7 July 2021 approved the Scheme of Amalgamation ("Scheme AAA") among Quess Corp Limited ("Transferee Company) with three of its wholly owned subsidiaries namely MFX Infotech Private Limited and Greenpiece Landscape India Private Limited and Conneqt Business Solutions Limited together known as ("Transferor Companies"). The Hon'ble National Company Law Tribunal, Bengaluru Special Bench pronounced the order on 30 October 2023, approving the aforesaid Scheme AAA from the appointed date of 1 April 2021. The certified true copy of the order was filed with the Registrar of Companies on 30 November 2023.
The Company accounted for the amalgamation by applying the common control guidance in Appendix C to Ind AS 103 - Business Combinations. Consequently, standalone results are restated for the quarter and half year ended 30 September 2023 to give effect to the amalgamation
6 During fiscal year 2020, the Regional PF Commissioner ("RPFC") passed an order under Section 7-A of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 ("Act") demanding INR 716 56 million on the grounds that it failed to remit Provident Fund ("PF") on wages for its employees for the period from April 2018 to March 2019 for certain components of salary. The Company filed an appeal before the Central Government Industrial Tribunal ("COIT") under section 7-1 of the Act challenging the Employees' Provident Fund Organisation's ("EPFO") order along with the application under Section 7-0 of the Act seeking a waiver from pre-deposit of the alleged Provident fund Contributions till the final disposal of the Appeal. The COIT after hearing the submissions made by the parties passed an Order allowing complete waiver from any pre deposit and also staying the operation of the EPFO order. The matter has been adjourned to JO December 2024. The Company has taken external independent legal advice as per which the EPFO's order is prima facie erroneous and unsustainable in law and therefore will not be sustained on ultimate resolution.

7 Income Tax matters:

During the prior quarters, the Company received assessment orders for fiscal 2018, 2019 and 2020 and draft assessment order for fiscal 2021 in which primarily deduction under section 80JJAA of the Income Tax Act ('IT Act') and depreciation on goodwill has been disallowed.

The Income Tax department disallowed the claim under section 80JJAA of the IT Act on the grounds of non-existence of employer - employee relationship in respect of associate employees of the Company. Additionally, the Income Tax Department also disputed the interpretations adopted by the Company for computing the deduction under section S0JJAA by disallowing claims for:

additional employees whose emoluments exceed Rs 25,000 in a month but the average emoluments for these additional employe�s does not exceed Rs 25,000 in a month during the service period;
additional employees who have served more than 240 days in a year but are not an employee on March 31 of the respective financial year for which the claim is availed; and
employees for whom which the employer's contribution of provident fund for any part of the year is paid by the Government under Employee Pension Scheme (EPS) but the entire employers contribution is not reimbursed by the Government during the year.

The Company filed an appeal with the Income Tax Appellate Tribunal against the assessment orders for fiscal 2018, 2019 and 2020 and believes that the tax treatment availed by the Company for deductions under S0JJAA and depreciation on goodwill are valid and will be sustained on ultimate resolution supported by external opinions from legal counsel and other tax experts. Additionally, the Company filed similar objections against the draft assessment order for fiscal 2021 with the Dispute Resolution Panel.

274

8 Exceptional items:

i) During the quarter and half year ended 30 September 2024, the Company assessed the recoverable value ofloan (including interest receivable) for its subsidiaries and other assets, and recognised an impairment loss of INR 0.43 million and INR 5.66 million respectively which is disclosed under exceptional item.
ii) During the quarter and half year ended 30 September 2024, the Company incurred certain transaction costs totalling to INR 3.06 million towards scheme of demerger as explained in below note which is disclosed under exceptional items

9 During the year ended 31 March 2024, the Board of Directors of the Company ("Quess"), approved the Composite Scheme of Arrangement amongst the Company, Digitide Solutions Limited ("Resulting Company 1 or Digitide") and Bluspring Enterprises Limited ("Resulting Company 2 or Bluspring) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder ("Scheme").

The Scheme provides for the following:

(a) the demerger of the Company's undertakings (Divisions and investments) engaged in Business Process Management (8PM) solutions, Insurtech and Human Resource Outsourcing (HRO) business into Digitide and in consideration, Digitide will issue new equity shares to all the equity shareholders of the Company in accordance with the Share Entitlement Ratio ofone new equity share ofDigitide to one equity share of the Company.

The Scheme is subject to receipt of requisite approvals from National Company Law Tribunal, Bengaluru Bench ("Tribunal") and other statutory and regulatory authorities, and approval of the requisite majority of the shareholders and creditors of the Companies, under applicable law,

IO During the quarter, the Company has changed its accounting policy for presentation of net interest cost on defined benefit obligation from employee benefits expense to finance cost as this results in providing reliable and more relevant information about the financial performance of the Company. Pursuant to change in the accounting policy, the Company has reclassed the prior period figures, The impact on employee benefits expense and finance cost for the periods presented is as under:

	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**	Quarter ended 30 September 30 June 2024 30 September 2023 2024 *_(!NII_i11milio11sJ* Half year ended Year ended 30 September 2024 30 September 2023 31 March 2024**
Particulars	Quarter ended 30 September 30 June 2024 30 September 2023 2024 Half year ended 30 September 2024 30 September 2023				Half year ended
	30 September 2024					30 September 2023	31 March 2024
Decrease in Employee benefits expense	54		46	41	101	82	167
Increase in Finance cost Net impact on standalone financial results	(54) (46) - ~~.~~		(46)	(41)	(101) -	(82)	(167)
		~~.~~		.		~~.~~	.

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Annexure 14A

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Annexure 14B

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Bluspring Enterprises Limited (CIN: U81 I00KA2024PLCl84648)

Standalone Statement of profit or loss

Bluspring Enterprises Limited(CIN: U81 I00K2024PLCl84648)
Standalone Statement of proft or loss		(gures in INR)
Particulars	For half year ended 30 Sep	fr the period 11 Feb 2024 to 31
	2024	March 2024*
Income
Revenue fom operations
Other income
Total income
Expenses
Cost of material and stores and spare parts consumed
Employee benefit expenses
Finance costs
Depreciation and amortisation expense
Other expenses	84,611
Total expenses	84,611
Proft befre share of profit/ (loss) of equity accounted investees,
exceptional items and tax
Share of proft of equity accounted investees (net of income tax)
Profit befre tax	(84,611)
Tax expense
Current tax
Defrred tax
Income tax expenses
Profit fr theyear	(84,611)
*Date of Incorporation 11 Februar 2024
>, . ''l amal Pal Ho Director DIN : 0980879	Din: 07596207

, ''l amal Pal Ho A Director . >r DIN : 0980879

Bengaluru Date : 28 October 2024

Bengaluru Date: 28 October 2024

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Annexure 15

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November 05, 2024

To,

Board of Directors, Digitide Solutions Limited 3/3/2, Bellandur Gate, Sarjapur Main Road, Bellandur, Bengaluru Karnataka- 560103 , India

Dear Sir/Madam,

The Scheme is pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act and provides for the following:

i. demerger, transfer and vesting of the Demerged Undertaking 1 from the Demerged Company into the Resulting Company 1 on a going concern basis and the consequent issuance of equity shares by the Resulting Company 1 to the shareholders of the Demerged Company in the manner provided for in the Scheme and in accordance with the provisions of Section 2(19AA) of the Income Tax Act, 1961 (“IT Act”) (as defined hereinafter);
ii. reduction and cancellation of the entire pre-scheme share capital of the Resulting Companies 1; and
iii. Listing of the equity shares of Resulting Company 1 on the Stock Exchanges.

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

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Yours faithfully:

For ICICI Securities Limited

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Name: Sumit Singh Designation: Vice President

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

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November 05, 2024

To,

Board of Directors, Bluspring Enterprises Limited

3/3/2, Bellandur Gate, Sarjapur Main Road, Bellandur, Bengaluru Karnataka- 560103 , India

Dear Sir/Madam,

This is with reference to engagement letter dated October 17, 2024 with ICICI Securities Limited, entered by Quess Corp Limited (“Demerged Company” or “Quess”) for certifying the adequacy and accuracy of disclosure of information pertaining to Bluspring Enterprises Limited (“Resulting Company 2” or “BEL”) in the abridged prospectus prepared by BEL and included in the notice to the shareholders and unsecured creditors of Quess for seeking their approval for the Scheme.

The Scheme is pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act and provides for the following:

i. demerger, transfer and vesting of the Demerged Undertaking 2 from the Demerged Company into the Resulting Company 2 on a going concern basis and the consequent issuance of equity shares by the Resulting Company 2 to the shareholders of the Demerged Company in the manner provided for in the Scheme and in accordance with the provisions of Section 2(19AA) of the Income Tax Act, 1961 (“IT Act”) (as defined hereinafter);
ii. reduction and cancellation of the entire pre-scheme share capital of the Resulting Companies 2; and
iii. Listing of the equity shares of Resulting Company 2 on the Stock Exchanges.

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

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Yours faithfully:

For ICICI Securities Limited

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Name: Sumit Singh Designation: Vice President

SEBI Registration: INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

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Annexure 16

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Deloitte Haskins & Sells

We carried out our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India ("ICAI") and Standards on Auditing specified under Section 143(10) of the Companies Act 2013. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Further our examination did not extend to any other parts and aspects of a legal or proprietary nature in the aforesaid Scheme.

Opinion

Based on our examination and according to the information and explanations provided to us by the Management of the Resulting Company 1, we are of the opinion that the accounting treatment mentioned in Clause 28.2 of Part IV of the Scheme is in compliance with the provisions of Sections 230 to 232 of the Companies Act, 2013 with reference to its compliance with the applicable Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read with the rules made thereunder, and Other Generally Accepted Accounting Principles in India, as applicable.

Restriction on Use

This certificate is issued at the request of the Resulting Company 1 for onward submission to the National Company Law Tribunal (NCLT), Securities and Exchange Board of India (SEBI), Stock Exchange(s) and Regional Director, Ministry of Corporate Affairs. This certificate should not be used for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For Deloitte Haskins & Sells Chartered Accountants (Firm's Registration No. 0080725)

Place: Bengaluru Date: February 25,2024

\f. Ambnd Subramanian j--J \J Partner (Membership No. 110815) UDIN: 24110815BKFIDF7974

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Annexure 17

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Annexure 18

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Annexure 19

FORM NO. GNL-1

[Pursuant to rule 12(2) of the Companies

(Registration offices and Fees) Rules,2014]

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Form for filing an application with Registrar of Companies

Form language English Hindi Note - All fields marked in are to be mandatorily filled. *

- Category of applicant

Company

- Name of office of the registrar of Companies (RoC) to which application is being made

Registrar of Companies, Karnataka

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L74140KA2007PLC043909 Pre-fill
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(a) Corporate identity number (CIN) or foreign company registration number (FCRN) of the company or RUN reference number (Service request number (SRN) of RUN )
(b) Global location number (GLN) of company

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(c) e-mail ID of the company CO*****RP.COM
Details of applicant (in case category is others)

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(a) Name
(b) Address Line I
Line II
(c) City
(d) State
(e) ISO country code
(f) Country
(g) Pin code
(h) e-mail ID
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*Application filed for

Compounding of offences

Extension of period of annual general meeting by three months Scheme of arrangement, amalgamation

Others

If Others, then specify

Page 1 of 4

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8. Details of application*

Company Application Under Section 230 of the Companies Act,2013

In case of application for compounding of offences, provide the following details
(a) Whether application for compounding offence is filed in respect of

(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details
(c) Details of person(s) for whom the application is being filed Company Director Manager or Secretary or CEO or CFO Other (b) Number of person(s) for whom the application is being filed (i) Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category (ii) DIN or income-tax PAN or passport number Pre-fill Name Category (iii) Pre-fill Name DIN or income-tax PAN or passport number Category (iv) Pre-fill Name DIN or income-tax PAN or passport number Category (v) Pre-fill Name DIN or income-tax PAN or passport number Category (vi) Pre-fill Name DIN or income-tax PAN or passport number Category (vii) Pre-fill Name DIN or income-tax PAN or passport number Category (viii) Pre-fill Name DIN or income-tax PAN or passport number Category
	Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category	Pre-fill
	DIN or income-tax PAN or passport number Pre-fill Name Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category

Page 2 of 4

323

(d) Whether application is being filed

Suo-motu In pursuance to notice received from RoC or any other competent authority

(e) Notice number and date of notice

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(f) Section for which application is being filed

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(g) Brief particulars as to how the default has been made good

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In case of application is made for extension of period of an AGM, mention financial
Total amount of stamp duty paid or stamp paper

Page 3 of 4

324

Attachments

Board Resolution
Scheme of arrangement, amalgamation
Detailed application*
Copy of notice received from RoC or any other competent authority
Other attachments - if any

Verification

	List of attachments
Attach	ANNEXURE G.pdf
	ANNEXURE H.pdf
Attach	Company Application.pdf ANNEXURE X.pdf
Attach	ANNEXURE Y.pdf CTC-CA ORDER.pdf
Attach
Attach
	Remove Attachment

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number NA dated 16/02/2024 (DD/MM/YYYY) to sign and submit this application. I am duly authorised to sign and submit this form.

To be Digitally signed by

Managing Director or director or manager or secretary or CEO or CFO (in case of an Indian company or an authorised representative (in case of a foreign company) or other)

Designation Company Secretary DIN of the director or Managing Director or; income-tax PAN of the manager or authorised representative; or CEO or CFO Membership number 89

Certificate by practicing professiona l

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ;
ii. All the required attachments have been completely and legibly attached to this form

To be digitally signed by

Chartered accountant (in whole-time practice) or

Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice) Whether associate or fellow Associate Fellow Membership number Certificate of practice number

Note: Attention is also drawn to provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively

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FORM NO. GNL-1

[Pursuant to rule 12(2) of the Companies

(Registration offices and Fees) Rules,2014]

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Form for filing an application with Registrar of Companies

Form language English Hindi Note - All fields marked in are to be mandatorily filled. *

- Category of applicant

Company

- Name of office of the registrar of Companies (RoC) to which application is being made

Registrar of Companies, Karnataka

(a) Corporate identity number (CIN) or foreign company U62099KA2024PLC184626 Pre-fill registration number (FCRN) of the company or RUN reference number (Service request number (SRN) of RUN )

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(c) e-mail ID of the company CO****RP.COM
Details of applicant (in case category is others)

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----- Start of picture text -----

(a) Name
(b) Address Line I
Line II
(c) City
(d) State
(e) ISO country code
(f) Country
(g) Pin code
(h) e-mail ID
----- End of picture text -----

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*Application filed for

Compounding of offences

Extension of period of annual general meeting by three months Scheme of arrangement, amalgamation

Others

If Others, then specify

Page 1 of 4

326

8. Details of application*

Company Application Under Section 230 of the Companies Act 2013

In case of application for compounding of offences, provide the following details
(a) Whether application for compounding offence is filed in respect of

(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details
(c) Details of person(s) for whom the application is being filed Company Director Manager or Secretary or CEO or CFO Other (b) Number of person(s) for whom the application is being filed (i) Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category (ii) DIN or income-tax PAN or passport number Pre-fill Name Category (iii) Pre-fill Name DIN or income-tax PAN or passport number Category (iv) Pre-fill Name DIN or income-tax PAN or passport number Category (v) Pre-fill Name DIN or income-tax PAN or passport number Category (vi) Pre-fill Name DIN or income-tax PAN or passport number Category (vii) Pre-fill Name DIN or income-tax PAN or passport number Category (viii) Pre-fill Name DIN or income-tax PAN or passport number Category
	Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category	Pre-fill
	DIN or income-tax PAN or passport number Pre-fill Name Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category

Page 2 of 4

327

(d) Whether application is being filed

Suo-motu In pursuance to notice received from RoC or any other competent authority

(e) Notice number and date of notice

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(f) Section for which application is being filed

==> picture [396 x 112] intentionally omitted <==

(g) Brief particulars as to how the default has been made good

==> picture [397 x 117] intentionally omitted <==

==> picture [414 x 110] intentionally omitted <==

In case of application is made for extension of period of an AGM, mention financial
Total amount of stamp duty paid or stamp paper

Page 3 of 4

328

Attachments

Board Resolution
Scheme of arrangement, amalgamation
Detailed application*
Copy of notice received from RoC or any other competent authority
Other attachments - if any

Verification

List of attachments

	List of attachments
Attach	ANNEXURE G.pdf
	ANNEXURE H.pdf
Attach	Company Application.pdf ANNEXURE X.pdf
Attach	ANNEXURE Y.pdf CTC-CA ORDER.pdf
Attach
Attach
	Remove Attachment

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number NA dated 25/02/2024 (DD/MM/YYYY) to sign and submit this application. I am duly authorised to sign and submit this form.

To be Digitally signed by

Managing Director or director or manager or secretary or CEO or CFO (in case of an Indian company or an authorised representative (in case of a foreign company) or other)

Designation Director DIN of the director or Managing Director or; income-tax PAN of the manager or authorised representative; or CEO or CFO Membership number 0889

Certificate by practicing professiona l

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ;
ii. All the required attachments have been completely and legibly attached to this form

To be digitally signed by

Chartered accountant (in whole-time practice) or

Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice) Whether associate or fellow Associate Fellow Membership number Certificate of practice number

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Page 4 of 4

329

FORM NO. GNL-1

[Pursuant to rule 12(2) of the Companies

(Registration offices and Fees) Rules,2014]

==> picture [32 x 55] intentionally omitted <==

Form for filing an application with Registrar of Companies

Form language English Hindi Note - All fields marked in are to be mandatorily filled. *

- Category of applicant

Company

- Name of office of the registrar of Companies (RoC) to which application is being made

Registrar of Companies, Karnataka

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----- Start of picture text -----

U81100KA2024PLC184648 Pre-fill
----- End of picture text -----

(a) Corporate identity number (CIN) or foreign company registration number (FCRN) of the company or RUN reference number (Service request number (SRN) of RUN )
(b) Global location number (GLN) of company

==> picture [399 x 89] intentionally omitted <==

(c) e-mail ID of the company CO****RP.COM
Details of applicant (in case category is others)

==> picture [81 x 137] intentionally omitted <==

----- Start of picture text -----

(a) Name
(b) Address Line I
Line II
(c) City
(d) State
(e) ISO country code
(f) Country
(g) Pin code
(h) e-mail ID
----- End of picture text -----

==> picture [305 x 149] intentionally omitted <==

*Application filed for

Compounding of offences

Extension of period of annual general meeting by three months Scheme of arrangement, amalgamation

Others

If Others, then specify

Page 1 of 4

330

8. Details of application*

Company Application Under Section 230 of the Companies Act 2013

In case of application for compounding of offences, provide the following details
(a) Whether application for compounding offence is filed in respect of

(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details	(a) Whether application for compounding offence is filed in respect of 9. In case of application for compounding of offences, provide the following details
(c) Details of person(s) for whom the application is being filed Company Director Manager or Secretary or CEO or CFO Other (b) Number of person(s) for whom the application is being filed (i) Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category (ii) DIN or income-tax PAN or passport number Pre-fill Name Category (iii) Pre-fill Name DIN or income-tax PAN or passport number Category (iv) Pre-fill Name DIN or income-tax PAN or passport number Category (v) Pre-fill Name DIN or income-tax PAN or passport number Category (vi) Pre-fill Name DIN or income-tax PAN or passport number Category (vii) Pre-fill Name DIN or income-tax PAN or passport number Category (viii) Pre-fill Name DIN or income-tax PAN or passport number Category
	Name Director identification number (DIN) or income-tax permanent account number (income-tax PAN) or passport number Pre-fill Category	Pre-fill
	DIN or income-tax PAN or passport number Pre-fill Name Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill
	Pre-fill Name DIN or income-tax PAN or passport number Category	Pre-fill

	Pre-fill Name DIN or income-tax PAN or passport number Category

Page 2 of 4

331

(d) Whether application is being filed

Suo-motu In pursuance to notice received from RoC or any other competent authority

(e) Notice number and date of notice

==> picture [397 x 74] intentionally omitted <==

(f) Section for which application is being filed

==> picture [396 x 112] intentionally omitted <==

(g) Brief particulars as to how the default has been made good

==> picture [397 x 117] intentionally omitted <==

==> picture [414 x 110] intentionally omitted <==

In case of application is made for extension of period of an AGM, mention financial
Total amount of stamp duty paid or stamp paper

Page 3 of 4

332

Attachments

Board Resolution
Scheme of arrangement, amalgamation
Detailed application*
Copy of notice received from RoC or any other competent authority
Other attachments - if any

Verification

List of attachments

	List of attachments
Attach	ANNEXURE G.pdf
	ANNEXURE H.pdf
Attach	Company Application.pdf ANNEXURE X.pdf
Attach	ANNEXURE Y.pdf CTC-CA ORDER.pdf
Attach
Attach
	Remove Attachment

To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete.

I have been authorised by the Board of directors' resolution number NA dated 25/02/2024 (DD/MM/YYYY) to sign and submit this application. I am duly authorised to sign and submit this form.

To be Digitally signed by

Managing Director or director or manager or secretary or CEO or CFO (in case of an Indian company or an authorised representative (in case of a foreign company) or other)

Designation Director DIN of the director or Managing Director or; income-tax PAN of the manager or authorised representative; or CEO or CFO Membership number 0889

Certificate by practicing professiona l

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per the relevant provisions of the Companies Act, 2013 and were found to be in order ;
ii. All the required attachments have been completely and legibly attached to this form

To be digitally signed by

Chartered accountant (in whole-time practice) or

Cost accountant (in whole-time practice) or

Company secretary (in whole-time practice) Whether associate or fellow Associate Fellow Membership number Certificate of practice number

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Page 4 of 4

333

Annexure 20

Annexure M of NSE

334

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335

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336

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337

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338

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339

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340

Reply to Query No. 18

341

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343

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344

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351

Annexure K

352

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353

Annexure L of BSE letter and Annexure B of NSE letter

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365

AI assistant

Quess Corp Limited — Proxy Solicitation & Information Statement 2024

61817_rns_2024-11-07_ed83efa7-d5d5-4ff3-805b-1866eff4130d.pdf

November 07, 2024

Sub.: Meetings of Equity Shareholders and Unsecured Creditors of the Company

Ref: In the matter of the Composite Scheme of Arrangement between Quess Corp Limited, Digitide Solutions Limited and Bluspring Enterprises Limited and their respective shareholders and creditors (Scheme)

QUESS CORP LIMITED

CIN: L74140KA2007PLC043909

Registered Office: 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru- 560103

Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

Email ID: [email protected]; Website: www.quesscorp.com

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF QUESS CORP LIMITED CONVENED PURSUANT TO THE ORDER DATED OCTOBER 22, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

MEETING DETAILS:

REMOTE E-VOTING:

E-VOTING DURING THE MEETING:

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

AT BENGALURU

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN QUESS CORP LIMITED, DIGITIDE SOLUTIONS LIMITED AND BLUSPRING ENTERPRISES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

…COMPANY / DEMERGED COMPANY

FORM NO. CAA. 2

To,

The Equity Shareholders of

Quess Corp Limited,

Registered Office:

NOTES:

Instructions for shareholders to vote electronically:

Details on Step 1 are as below:

(xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Instructions for shareholders/members to attend the meeting through VC/OAVM & e-voting during meeting are as under:

Process for those shareholders whose email/mobile numbers are not registered with the Company/Depositories:

General guidelines for shareholders:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

COMPANY / DEMERGED COMPANY

I. Meeting for the Scheme

II. Date, time and mode of meeting

III. Need and rationale of the Scheme, benefits of the Scheme as perceived by the Board of Directors of the Companies, synergies of business of the Companies involved in the Scheme, impact of the Scheme on the shareholders and cost benefit analysis of the Scheme.

Cost benefit analysis of the Scheme

IV. Background of the Companies:

Particulars of the Demerged Company (Quess Corp Limited) as per Rule 6(3) of the Rules

Particulars of Resulting Company 1 (Digitide Solutions Limited) as per Rule 6(3) of the Rules

Particulars of the Resulting Company 2 (Bluspring Enterprises Limited) as per Rule 6(3) of the Rules

V. Salient features of the Scheme, including Effective Date, Appointed Date, Record Date and Consideration

1. Definitions

“ Transferred Liabilities 1 ” includes:

“ Transferred Liabilities 2 ” includes:

14. CONSIDERATION FOR THE DEMERGER OF DEMERGED UNDERTAKING 1

25. CONSIDERATION FOR THE DEMERGER OF DEMERGED UNDERTAKING 2

34. CANCELLATION OF EXISTING SHARES OF THE RESULTING COMPANIES AND REDUCTION OF SHARE CAPITAL OF THE RESULTING COMPANIES

35. CHANGE IN CAPITAL STRUCTURE OF THE COMPANIES

39. CONDITIONS PRECEDENT

VI. Relationship subsisting between parties to the Scheme

VII. Board approvals and details of voting

VIII. Interest of Directors, Key Managerial Personnel (“KMPs”) and their relatives and debenture trustees:

The details of the shareholding of directors, KMPs of the Demerged Company and their respective relatives as on date of Notice is as follows:

IX. Effect of the scheme on Stakeholders

(i) Demerged Company

(ii) Resulting Company 1

(iii) Resulting Company 2

X. Details of investigation or proceedings, if any, pending against the Demerged Company, including ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Demerged Company, its promoters and directors

XI. Amounts due to Unsecured Creditors

XII. Details of Share Capital/Debt Restructuring, if any

Share Capital Restructuring:

Debt Restructuring:

XIII. Summary of the Share Entitlement Ratio Report

XIV. Summary of Fairness Opinion

XV. Information pertaining to unlisted companies involved in the Scheme in the format specified for abridged prospectus

XVI. Shareholding Pattern and Capital Structure:

The Capital Structure (pre and post) are as follows:

Pre Scheme capital structure of Resulting Company 1:

Post Scheme capital structure of Resulting Company 1:

XVII. Auditors Certificate on conformity of accounting treatment in the Scheme with accounting standards

XVIII. Details as per the Observation Letters issued by Stock Exchanges:

Standalone Financials as on [September 30, 2023]:

Registered Office:

DCS/AMAL/AK/R37/3275/2024-25

July 31, 2024

DCS/AMAL/AK/R37/3275/2024-25

Quess Corp Limited Proxy Solicitation & Information Statement 2024