Corporate Governance
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : June 2025 | ||
Annexure 1
l. Composition of Board of Directors
| Disclosure of notes on composition of board of directors explanatory = NA | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether the listed entity has a Regular Chairperson = Yes | |||||||||||||||||||||||
| Whether Chairperson related to MD or CEO = No | |||||||||||||||||||||||
| Sr | Title(Mr/Ms) | Name of the Director | DIN | Category | Disqualification of Directors under section 164 of the Companies Act, 2013 | 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 | |||||
| Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | |||||||||||||||||||
| 1 | Mr | Ajit Abraham Isaac | 00087168 | Non-Executive - Non Independent Director,Chairperson | No | Active | NA | 06-04-2009 | 24-01-2018 | 4 | 0 | 2 | 1 | ||||||||||
| 2 | Mr | Guruprasad Srinivasan | 07596207 | Executive Director,CEO | No | Active | NA | 10-02-2022 | 10-02-2025 | 1 | 0 | 0 | 0 | ||||||||||
| 3 | Mr | Chandran Ratnaswami | 00109215 | Non-Executive - Non Independent Director | No | Active | Yes | 26-09-2023 | 18-01-2016 | 2 | 0 | 2 | 0 | ||||||||||
| 4 | Mr | Gopalakrishnan Soundarajan | 05242795 | Non-Executive - Non Independent Director | No | Active | NA | 01-04-2020 | 6 | 0 | 3 | 0 | |||||||||||
| 5 | Ms | Revathy Ashok | 00057539 | Non-Executive - Independent Director | No | Active | NA | 24-07-2015 | 29-09-2020 | 6 | 6 | 8 | 5 | Others | |||||||||
| 6 | Mr | Sanjay Anandaram | 00579785 | Non-Executive - Independent Director | No | Active | NA | 22-12-2015 | 29-09-2020 | 114.35 | 3 | 3 | 6 | 1 | |||||||||
| 7 | Mr | Gaurav Mathur | 00016492 | Non-Executive - Independent Director | No | Active | NA | 31-08-2020 | 31-08-2020 | 57.99 | 1 | 1 | 1 | 0 | |||||||||
| 8 | Mr | Kalpathi Ratna Girish | 07178890 | Non-Executive - Independent Director | No | Active | NA | 31-08-2020 | 31-08-2020 | 57.99 | 2 | 2 | 3 | 3 | |||||||||
| 9 | Ms | Sudha Suresh | 06480567 | Non-Executive - Independent Director | No | Active | NA | 19-06-2025 | 19-06-2025 | 0.36 | 2 | 2 | 3 | 2 | |||||||||
| 10 | Mr | S Devarajan | 00878956 | Non-Executive - Independent Director | No | Active | NA | 19-06-2025 | 19-06-2025 | 0.36 | 2 | 2 | 5 | 3 | |||||||||
| 11 | Mr | Vivek Mansingh | 06903079 | Non-Executive - Independent Director | No | Active | NA | 19-06-2025 | 19-06-2025 | 0.36 | 1 | 1 | 0 | 0 | |||||||||
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : June 2025 | ||
Annexure 1
ll. Composition of Committees
| Disclosure of notes on composition of committees explanatory | - | |||||||
| Audit Committee Details | ||||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Numbe | 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 | 00579785 | Sanjay Anandaram | Non-Executive - Independent Director | Member | 16-05-2017 | - | - | |
| 4 | 00016492 | Gaurav Mathur | Non-Executive - Independent Director | Member | 31-08-2020 | - | - | |
| 5 | 05242795 | Gopalakrishnan Soundarajan | Non-Executive - Independent Director | Member | 31-08-2020 | - | - | |
| 6 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Member | 24-07-2015 | 30-06-2025 | - | - |
| Nomination and remuneration committee | ||||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | Remarks | |
| 1 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Chairperson | 27-08-2020 | 30-06-2025 | Ceased to the chairperson of the Committee due to the resignation | - |
| 2 | 00579785 | Sanjay Anandaram | Non-Executive - Non Independent Director | Member | 27-08-2020 | - | - | - |
| 3 | 00109215 | Chandran Ratnaswami | Non-Executive - Independent Director | Member | 18-01-2016 | - | - | - |
| Stakeholders Relationship Committee | ||||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | ||
| 1 | 00579785 | Sanjay Anandaram | Non-Executive - Independent Director | Chairperson | 29-01-2020 | - | - | - |
| 2 | 00087168 | Ajit Abraham Isaac | Non-Executive - Non Independent Director | Member | 22-12-2015 | - | - | - |
| 3 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Member | 22-12-2015 | 30-06-2025 | - | - |
| Risk Management Committee | ||||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | Remarks | |
| 1 | 00087168 | Ajit Abraham Isaac | Non-Executive - Non Independent Director | Chairperson | 17-04-2019 | - | - | - |
| 2 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Member | 29-01-2020 | 30-06-2025 | - | - |
| 3 | 07596207 | Guruprasad Srinivasan | Executive Director | Member | 10-02-2022 | - | - | - |
| 4 | 00579785 | Sanjay Anandaram | Executive Director | Member | 29-01-2020 | - | - | - |
| 5 | 09808793 | Kamal Pal Hoda | Group Chief Financial Officer | Member | 03-02-2023 | 01-04-2025 | - | Ceased to be the member of the Committee w.e.f. April 01, 2025 |
| 6 | 99999999 | Sushanth Pai | Chief Financial Officer | Member | 01-04-2025 | - | Mr. Sushanth Pai was appointed as the Chief Financial Officer w.e.f. April 01, 2025 and inducted as the Member of the Risk Management Committee w.e.f. the same date. | |
| Corporate Social Responsibility Committee | ||||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | Remarks | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date Of Appointment | Date of Cessation | Remarks | |
| 1 | 00057539 | Revathy Ashok | Non-Executive - Independent Director | Chairperson | 24-07-2015 | 30-06-2025 | - | |
| 2 | 00087168 | Ajit Abraham Isaac | Non-Executive - Non Independent Director | Member | 28-04-2014 | - | - | |
| 3 | 00016492 | Gaurav Mathur | Non-Executive - Independent Director | Member | 31-08-2020 | - | - | |
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : June 2025 | ||
Annexure 1
lll. 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 | 29-01-2025 | - | - | Yes | 8 | 8 | 4 |
| 2 | 01-04-2025 | 61 | - | Yes | 8 | 7 | 4 |
| 3 | 19-05-2025 | 47 | - | Yes | 8 | 8 | 4 |
| 4 | 19-06-2025 | 30 | - | Yes | 8 | 7 | 3 |
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : June 2025 | ||
Annexure 1
lV. Meeting Of Committees
| Disclosure of notes on meeting of committees explanatory | - | |||||||||
| Sr | Name of Committee | EnterDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order | Maximum gap between any two consecutive meetings (in number of days) | Name of other committee | Reason for not providing date | Whether requirement of Quorum met (details) | 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 | 29 Jan 2025 | - | - | - | Yes | 6 | 6 | 4 | 0 |
| 2 | Audit Committee | 01 Apr 2025 | 61 | - | - | Yes | 6 | 5 | 4 | 0 |
| 3 | Audit Committee | 19 May 2025 | 47 | - | - | Yes | 6 | 6 | 4 | 0 |
| 4 | Audit Committee | 19 Jun 2025 | 30 | - | - | Yes | 6 | 5 | 3 | 0 |
| 5 | Nomination and remuneration committee | 29 Jan 2025 | - | - | - | Yes | 3 | 3 | 2 | 0 |
| 6 | Nomination and remuneration committee | 01 Apr 2025 | 61 | - | - | Yes | 3 | 2 | 2 | 0 |
| 7 | Nomination and remuneration committee | 21 Apr 2025 | 19 | - | - | Yes | 3 | 3 | 2 | 0 |
| 8 | Nomination and remuneration committee | 19 May 2025 | 27 | - | - | Yes | 3 | 3 | 2 | 0 |
| 9 | Nomination and remuneration committee | 19 Jun 2025 | 30 | - | - | Yes | 3 | 3 | 2 | 0 |
| 10 | Stakeholders Relationship Committee | 19 May 2025 | - | - | - | Yes | 3 | 3 | 2 | 0 |
| 11 | Risk Management Committee | 19 May 2025 | - | - | - | Yes | 4 | 4 | 2 | 1 |
| 12 | Corporate Social Responsibility Committee | 19 May 2025 | - | - | - | Yes | 3 | 3 | 2 | 0 |
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : June 2025 | ||
Annexure 1
V. Related Party Transactions
| Sr | Subject | Compliance status (Yes/No/NA) | If status is "No" details of non-compliance |
| 1 | Whether prior approval of audit committee obtained | Yes | - |
| 2 | Whether shareholder approval obtained for material RPT | NA | - |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by audit committee | Yes | - |
| Disclosure of notes on related party transactions | - | ||
| Disclosure of notes of material transaction with related party | - | ||
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2025 | ||
Annexure 1
Cyber Security Incidence
| 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 |
| Quess Corp Ltd | |||
| Scrip Code : 539978 | Quarter Ending : March 2025 | ||
Annexure 1
Vl. 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 Kumar Lal |
| 2. | Designation | Company Secretary and Compliance Officer |
| Annexure II | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is Nodetails of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | www.quesscorp.com | |
| 2 | Terms and conditions of appointment of independent directors | Yes | www.quesscorp.com | |
| 3 | Composition of various committees of board of directors | Yes | www.quesscorp.com | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | www.quesscorp.com | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | www.quesscorp.com | |
| 6 | Criteria of making payments to non-executive directors | Yes | www.quesscorp.com | |
| 7 | Policy on dealing with related party transactions | Yes | www.quesscorp.com | |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | www.quesscorp.com | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | www.quesscorp.com | |
| 10 | Email address for grievance redressal and other relevant details | Yes | www.quesscorp.com | |
| 11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | www.quesscorp.com | |
| 12 | Financial results | Yes | www.quesscorp.com | |
| 13 | Shareholding pattern | Yes | www.quesscorp.com | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15.1 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | Yes | ||
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | www.quesscorp.com | |
| 16 | New name and the old name of the listed entity | Yes | www.quesscorp.com | |
| 17 | Advertisements as per regulation 47 (1) | Yes | www.quesscorp.com | |
| 18 | Credit rating or revision in credit rating obtained | Yes | www.quesscorp.com | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | www.quesscorp.com | |
| 20 | Secretarial Compliance Report | Yes | www.quesscorp.com | |
| 21 | Materiality Policy as per Regulation 30 (4) | Yes | www.quesscorp.com | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | www.quesscorp.com | |
| 23 | Disclosures under regulation 30(8) | Yes | www.quesscorp.com | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | Yes | www.quesscorp.com | |
| 25 | Dividend Distribution policy as per Regulation 43A(1) | Yes | www.quesscorp.com | |
| 26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | www.quesscorp.com | |
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | www.quesscorp.com | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | www.quesscorp.com | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block] | |||
| 1. | Name of signatory | Kundan Kumar Lal |
| 2. | Designation | Company Secretary and Compliance Officer |
