Quess Corp Limited

General information about company

Scrip code	539978
NSE Symbol	QUESS
MSEI Symbol	NOTLISTED
ISIN	INE615P01015
Date of start of financial year	01-04-2025
Date of end of financial year	31-03-2026
Reporting Quarter Type	Quarterly
Date of Quarter Ending	31-12-2025
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	false	Not applicable
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	true
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	true
Risk management committee	true
Market Capitalisation as per immediate previous Financial Year	Top 1000 listed entities
Is SCORE ID Available ?	true
SCORE Registration ID	q00018
Reason For No SCORE ID
Type of Submission	Original
Remarks (website dissemination)

Annexure I

Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory						Textual Information(1)
Whether the listed entity has a Regular Chairperson						true
Whether Chairperson is related to MD or CEO						false	Disqualification of Directors under section 164 of the Companies Act, 2013
Sr no.	Title(Mr/Ms)	Name of the Director	DIN	Category 1 of directors	Category 2 of directors	Category 3 of directors	Whether the director is disqualified?	Start Date of disqualification	End Date of disqualification	Details of disqualification	Current status	Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]	Date of passing special resolution	Initial Date of appointment	Date of Re-appointment	Date of cessation	Tenure of director(in months)	No of Directorship in listed entities including this listed entity(Refer Regulation 17A of Listing Regulations)	No of Independent Directorship in listed entities including this listed entity(Refer Regulation 17A(1) of Listing Regulations	Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)	No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)	Reason for Cessation	Notes for not providing PAN	Notes for not providing DIN
1	Mr	Ajit Abraham Isaac	00087168	Non-Executive - Non Independent Director	Chairperson		false				Active	NA		06-04-2009	24-01-2018			4	0	2	1
2	Mr	Guruprasad Srinivasan	07596207	Executive Director	Not Applicable	CEO	false				Active	NA		10-02-2022	10-02-2025			1	0	0	0
3	Mr	Chandran Ratnaswami	00109215	Non-Executive - Non Independent Director	Not Applicable		false				Active	Yes	26-09-2023	18-01-2016				2	0	2	0
4	Mr	Gopalakrishnan Soundarajan	05242795	Non-Executive - Non Independent Director	Not Applicable		false				Active	NA		01-04-2020				6	0	3	0
5	Mr	Kalpathi Ratna Girish	07178890	Non-Executive - Independent Director	Not Applicable		false				Active	NA		31-08-2020	31-08-2025		64.04	2	2	4	3
6	Ms	Sudha Suresh	06480567	Non-Executive - Independent Director	Not Applicable		false				Active	NA		19-06-2025	19-06-2025		6.41	2	2	5	3
7	Mr	S Devarajan	00878956	Non-Executive - Independent Director	Not Applicable		false				Active	Yes	29-08-2025	19-06-2025	19-06-2025		6.41	2	2	6	3
8	Mr	Vivek Mansingh	06903079	Non-Executive - Independent Director	Not Applicable		false				Active	NA		19-06-2025	19-06-2025		6.41	1	1	1	0

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Textual Information(1)

The designation of Mr. Guruprasad Srinivasan was changed from Executive Director and Group CEO to Executive Director of the Company w.e.f. January 01, 2026. Accordingly, he ceased to be the Group CEO of the Company w.e.f. close of working hours on December 31, 2025.

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatory

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	07178890	Kalpathi Ratna Girish	Non-Executive - Independent Director	Chairperson	31-08-2020
2	00109215	Chandran Ratnaswami	Non-Executive - Non Independent Director	Member	18-01-2016
3	05242795	Gopalakrishnan Soundarajan	Non-Executive - Non Independent Director	Member	31-08-2020
4	06480567	Sudha Suresh	Non-Executive - Independent Director	Member	01-07-2025
5	00878956	S Devarajan	Non-Executive - Independent Director	Member	01-07-2025
6	06903079	Vivek Mansingh	Non-Executive - Independent Director	Member	01-07-2025

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00878956	S Devarajan	Non-Executive - Independent Director	Chairperson	01-07-2025
2	06480567	Sudha Suresh	Non-Executive - Independent Director	Member	01-07-2025
3	06903079	Vivek Mansingh	Non-Executive - Independent Director	Member	01-07-2025
4	00109215	Chandran Ratnaswami	Non-Executive - Non Independent Director	Member	18-01-2016	06-11-2025	Textual Information(1)
5	00087168	Ajit Abraham Isaac	Non-Executive - Non Independent Director	Member	01-07-2025

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Textual Information(1)

Ceased to be a member w.e.f November 06, 2025.

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	06480567	Sudha Suresh	Non-Executive - Independent Director	Chairperson	01-07-2025
2	00087168	Ajit Abraham Isaac	Non-Executive - Non Independent Director	Member	22-12-2015
3	07178890	Kalpathi Ratna Girish	Non-Executive - Independent Director	Member	01-07-2025

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	06903079	Vivek Mansingh	Non-Executive - Independent Director	Chairperson	01-07-2025
2	00087168	Ajit Abraham Isaac	Non-Executive - Non Independent Director	Member	17-04-2019
3	07596207	Guruprasad Srinivasan	Executive Director	Member	10-02-2022
4	99999999	Sushanth Pai	Chief Financial Officer	Member	01-04-2025	17-10-2025	Textual Information(1)

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Textual Information(1)

Mr. Sushanth Paid ceased to be the CFO of the Company w.e.f. close of business hours on 17.10.2025. Consequenty, he ceased to be the member of RMC w.e.f. the same date.

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson						true
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	06480567	Sudha Suresh	Non-Executive - Independent Director	Chairperson	01-07-2025
2	00087168	Ajit Abraham Isaac	Non-Executive - Non Independent Director	Member	28-04-2014
3	00878956	S Devarajan	Non-Executive - Independent Director	Member	01-07-2025

Other Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson					true
Sr	DIN Number	Name of Committee members	Name of other committee	Category 1 of directors	Category 2 of directors	Remarks
No records available

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present*(All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	28-07-2025			true	10	10	6
2	10-10-2025	73		true	8	8	4
3	29-10-2025	18		true	8	8	4
4	05-12-2025	36		true	8	7	4

Annexure I

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	28-07-2025				true	8	8	6	0
2	Audit Committee	29-10-2025	92			true	6	6	4	0
3	Audit Committee	05-12-2025	36			true	6	5	4	0
4	Nomination and remuneration committee	19-06-2025				true	3	3	2	0
5	Nomination and remuneration committee	29-10-2025	131			true	5	5	3	0
6	Nomination and remuneration committee	05-12-2025	36			true	4	4	3	0
7	Stakeholders Relationship Committee	11-11-2025				true	3	3	2	0
8	Risk Management Committee	11-11-2025				true	3	3	1	0

Annexure I

V. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	Yes
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	Kundan K Lal
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.	Date of the event	Brief details of the event
No records available

Signatory Details

Name of signatory	Kundan K Lal
Designation of person	Company Secretary and Compliance Officer
Place	Bengaluru
Date	22-01-2026

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		0
No. of investor complaints disposed off during the Quarter		0
No. of investor complaints those remaining unresolved at the end of the Quarter		0

Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr.No.	Name of the unlisted company in which shares or voting rights have been acquired	Date of acquisition	Aggregate holding (% shares or voting rights) as at the end of the previous quarter	% shares or voting rights acquired during the quarter	Aggregate holding (% shares or voting rights) as at the end of the quarter
No records available

Disclosure of Imposition of Fine or Penalty The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr.No.	Name of the authority	Nature and details of the action(s) taken or order(s) passed	Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority	Details of the violation(s)/ contravention(s) committed or alleged to be committed	Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1	National Stock Exchange of India Limited (NSE)	Notice issued imposing a fine of Rs. 4000 w.r.t. non-compliance under Regulation 19(1)/19(2) of the SEBI Listing Regulations	28-11-2025	Notice issued imposing a fine of Rs. 4000 w.r.t. non-compliance under Regulation 19(1)/19(2) of the SEBI Listing Regulations i.e. constitution of Nomination and Remuneration Committee	None, there is no material impact on financials, operations or other activities of the Company
2	BSE Limited	Notice issued imposing a fine of Rs. 4000 w.r.t. non-compliance under Regulation 19(1)/19(2) of the SEBI Listing Regulations	28-11-2025	Notice issued imposing a fine of Rs. 4000 w.r.t. non-compliance under Regulation 19(1)/19(2) of the SEBI Listing Regulations i.e. constitution of Nomination and Remuneration Committee	None, there is no material impact on financials, operations or other activities of the Company
3	Deputy Commissioner ST (LTU)	The authority has passed the order on the revenue adjustments made in the Form GSTR 9C to reconcile with the Financials of the company during the period of FY 21-22 and a penalty of Rs. 228190 has been imposed. The Company is in the process of filing an appeal in this matter.	17-12-2025	The authority has passed the order on the revenue adjustments made in the Form GSTR 9C to reconcile with the Financials of the company during the period of FY 21-22 and a penalty of Rs. 228190 has been imposed. The Company is in the process of filing an appeal in this matter.	None, there is no material impact on financials, operations or other activities of the Company
4	Commissioner (Appeals) - GST	Order has been passed by the GST authorities alleging that the company has availed ITC in excess in Form GSTR 3B in comparison with Form GSTR 2B for the FY 21-22 and has imposed a penalty of Rs. 856682. The Company is in the process of filing the appeal in this matter.	26-12-2025	Order has been passed by the GST authorities alleging that the company has availed ITC in excess in Form GSTR 3B in comparison with Form GSTR 2B for the FY 21-22 and has imposed a penalty of Rs. 856682. The Company is in the process of filing the appeal in this matter.	None, there is no material impact on financials, operations or other activities of the Company

Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr.No.	Name of the opposing party	Date of initiation of the litigation / dispute	Status of the litigation / dispute as per last disclosure	Current status of the litigation / dispute
1	Income Tax Department (Deputy Commissioner of Income Tax - TDS)	31-03-2025	The order u/s 201(1) & 201(1A) of the Act for FY 2017-18 was passed by the Income Tax TDS officer on March 31, 2025.	As per the order passed u/s 201(1), the company was held assessee in default for failure to deduct TDS in case of payment made to some of the parties. The company is liable to pay an amount of INR 2,41,23,040 which includes an interest u/s 201(1A) of INR 1,10,83,559. The company has litigated the matter further by filing an appeal before the CIT(A). Further, the company had also filed a stay petition for keeping the demand in abeyance till the disposal of appeal. An application for withdrawing the appeal has been filed as the relief was granted by the TDS officer by passing the rectification order dated 28.11.2025.